Naspers Ltd Annual Report 2017

FY2017 Annual Report · Naspers Ltd

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Integrated annual report
for the year ended 31 March 2017

CONNECTING

PEOPLE
GLOBALLY

WHO WE ARE

We are a global internet and
entertainment group and one
of the largest technology
investors in the world

Operating in over 120 countries and markets with long-term growth
potential, Naspers runs platforms that package content to create
communities.

We connect people by distributing media products and conducting
ecommerce. Our products and services play a developmental role in
societies where we operate by employing people, improving quality of
life and stimulating the economy.

For more than 100 years we have grown by investing in, acquiring and
building leading companies with sustainable competitive advantages.
We typically focus on large consumer trends where we try to identify
changes early, adapt suitable business models for the high-growth
markets on which we are focusing and leverage our position to build
great businesses that have scale, are profitable and generate healthy
cash flows.

Links to further related information within this report and respective websites.

Click to view the corporate video.

Naspers: A diversified global, multinational company
A GLOBAL TECHNOLOGY OPERATOR

Geographic footprint

18% of people

globally use
products and services of
companies that Naspers
has built, acquired or
invested in

73%

revenue on an economic-
interest basis derived
from internet segment,
36% consolidated revenue

We employ nearly

25 000

people directly and
tens of thousands
indirectly as suppliers
across the world

80%

revenue on an
economic-interest
basis generated
outside South Africa,
53% consolidated
revenue

Five

times
dividends
paid in
taxes to
governments

Naspers Limited integrated annual report 2017

Contents

l About this report

Forward-looking statements
Scope of this report and assurance
Developing content
Assurance
Statement of the board of directors on
the integrated annual report

l The Naspers group

29%(1)

increase in revenue on an economic-
interest basis to $14.6bn

2
4
4
6

Strategic focus areas

What we do
What we look for

How we organise our portfolio
Allocating capital

Investment criteria
Group priorities for the year ahead

Stakeholder engagement
Integrated thinking
Value-added statement
2017 at a glance

How we’ve performed across our types of capital

Global presence
Business model
How we manage risk
Our operating environment

Technology trends

Chair and chief executive’s report
Our board

Attendance at board meetings

Note
(1) Represents year-on-year growth in local currency excluding M&A.

8
8
9
10
12
12
12
14
18
19
20
20
22
24
26
27
28
30
36
38

Forward-looking statements
This report may contain forward-looking statements as
defined in the United States Private Securities Litigation
Reform Act of 1995. Words such as “believe”, “anticipate”,
“intend”, “seek”, “will”, “plan”, “could”, “may”, “endeavour”
and similar expressions are intended to identify such
forward-looking statements, but are not the exclusive
means of identifying such statements. While these
forward-looking statements represent our judgements and
future expectations, a number of risks, uncertainties and
other important factors could cause actual developments
and results to differ materially from our expectations.
These include key factors that could adversely affect our
businesses and financial performance. We are not under
any obligation to (and expressly disclaim any such
obligation to) update or alter our forward-looking
statements whether as a result of new information, future
events or otherwise. Investors are cautioned not to place
undue reliance on any forward-looking statements
contained herein.

ABOUT THIS REPORTNaspers Limited integrated annual report 2017 l Review of our performance
against our six types of capital

l Governance for

a sustainable business

75m

users make use of OLX group’s mobile apps
monthly in 40 countries around the world

601 000

children involved in the Let’s Play School
Physical Education Challenge

Financial review

Summarised consolidated annual
financial statements
Products and services

Internet
Video entertainment
Media

Review of sustainability capital
Human capital
Our people
People development
Occupational health and safety
Transformation and diversity
Employment equity
Broad-based black economic empowerment
equity schemes

Social and relationship, and intellectual capital

Our communities
Local economic and community development
Responsible content
Privacy and data security
Digital inclusion
Customer satisfaction

Natural capital
Environment

42
63
63
69
71
72
73
73
74
74
75
76

77
78
78
80
81
81
82
83
84
84

How we govern our business
How we integrated governance into our business
Application and approach to King III
Focus areas for 2018
Human resources and remuneration
committee report
Remuneration report
Nomination committee report
Social and ethics committee report
Audit committee report
Risk committee report

l Shareholder and corporate

information

Administration and corporate information
Analysis of N ordinary shareholders at
31 March 2017
Shareholders’ diary
Notice of annual general meeting
Form of proxy
Notes to form of proxy

88
88
90
90

91
93
105
106
108
110

112

113
113
114
121
123

Naspers Limited integrated annual report 2017 About this report

Scope of this report and
assurance
The Naspers integrated annual report
assesses our performance against six
types of capital (detailed on page 5) for
the year 1 April 2016 to 31 March 2017
for a full understanding of our group’s
performance. Understanding that
integrated reporting is an evolving
discipline, we have concentrated on
incrementally improving our disclosure.

Naspers has its primary listing on the
JSE Limited’s stock exchange (JSE)
(NPN.SJ) in South Africa, where it
forms part of the Top 10 index and
where most of its shares trade. It also
has a level 1 American Depository
Receipt (ADR) programme listing on
the London Stock Exchange (LSE)
(NPSN) and trades on an over-the-
counter (OTC) basis. International
investors are therefore able to buy and
sell Naspers securities either through
the appropriate OTC market, on the
LSE or JSE (details on page 112).
Naspers’s indirect wholly owned
subsidiary, Myriad International Holdings
B.V. (MIH BV), also has three bonds
listed on the Irish Stock Exchange (ISE).

We monitor key metrics in managing
our businesses, and engagement
processes are in place to regulate the
relationships with our key stakeholders.
Their feedback is provided to leadership
to ensure stakeholder views and
concerns inform strategic
decisionmaking.

Developing content
The integrated annual report was
prepared against local and global
standards, including:
• Guidelines of the Global Reporting

Initiative (GRI G4).

• King III Report on Corporate

Governance for South Africa, 2009
(King III), also taking into account
guidelines contained in the King IV
Report on Corporate Governance
for South Africa, 2016 (King IV) with
a view to reporting on King IV for
the financial year 2018.

• South African Companies Act 71 of
2008, as amended (Companies Act).

• International Financial Reporting

Standards (IFRS).

• Framework of the International

Integrated Reporting Council (IIRC):
this principles-based approach
promotes the concept of the six
capitals, which considers material
inputs and resources required to
create and sustain value in the
long term.

We describe key components of the
Naspers value chain (business model)
that creates and sustains value for our
stakeholders. In creating value, we
consider the requirements of
Companies Act regulation 43 (social
and ethics committee), as well as
King III, which are incorporated into
the six types of capital.

This report includes the financial
performance of Naspers and its
subsidiaries, joint ventures and
associates (the group). The scope
of reporting on non-financial
performance is indicated in this report.
Some South African subsidiaries publish
separate integrated reports
(www.multichoice.co.za
www.media24.com
www.novus.holdings

,
and
).

Group reporting standards are
continually being developed to make
disclosure meaningful and measurable
for stakeholders. Given the highly
competitive environment in which the
group operates, and the impact of
currency volatility on our results, this
report mostly excludes financial targets
or forward-looking statements other
than as explained on page 2.

ABOUT THIS REPORTNaspers Limited integrated annual report 2017 Where relevant, we have adjusted
amounts and percentages for the
effects of foreign currency, and
acquisitions and disposals. Such
adjustments (pro forma financial
information) are quoted in brackets
after the equivalent metrics reported

under IFRS. Refer to page 42 of
the summarised consolidated
annual financial statements for a
reconciliation of these metrics with
the equivalent amounts reported
under IFRS. Financial commentary

and segmental reviews are prepared
on an economic-interest basis
(including consolidated subsidiaries
and a proportionate consolidation
of associated companies and joint
ventures), unless otherwise stated.

We have used these icons throughout this report to indicate links between our strategy, material issues
and the six capitals.

South African Companies Act

Integrated reporting framework

Corporate governance

Social and ethics committee
Good corporate citizenship

Labour and employment

Social and economic development

Consumer relationships
Environmental, health
and public safety

Note
* Dealt with in corporate governance report.

Our six types of capital

Financial

Human

Social and relationship

Products and services

Intellectual

Natural

King III code
Ethical leadership
and corporate citizenship
Board and directors*

Audit committees*

Governance of risk*

IT governance*
Compliance with laws, codes, rules
and standards*
Governing stakeholder relationships

Internal audit*

Integrated reporting and disclosure

N E W P I C T U R E T O
B E S U P P L I E D

Naspers Limited integrated annual report 2017 About this report (continued)

Assurance
Financial information extracted
from the audited Naspers Limited
consolidated annual financial statements
for the year ended 31 March 2017
in this report was audited by
PricewaterhouseCoopers Inc. (PwC)
(refer to page 44 for the PwC report).
PwC also performed specific
procedures on the material non-
financial information contained in this
report. South African broad-based black
economic empowerment (BBBEE)
information was assured by
EmpowerLogic (Naspers and
MultiChoice), and AQRate Verification
Services (Media24 and Novus
Holdings).

While the group has a combined
assurance model for internal use, we
aim to have additional indicators of
performance independently assured
once common standards and systems
have been entrenched.

Statement of the board of
directors on the integrated
annual report
After being reviewed by the audit
committee and board, the board
approved the integrated annual report.
The summarised consolidated annual
financial statements were prepared
in accordance with IFRS and the
Companies Act, while the integrated
annual report was prepared using the
guidelines of GRI G4, recommendations
of King III and the IIRC framework.
Where possible and in preparing for
reporting in terms of King IV, some of
the aspects of King IV have been taken
into account in this report.

In our opinion, the integrated
annual report and annual financial
statements fairly reflect the
financial position of the group at
31 March 2017 and its operations
for this period.

On behalf of the board

Koos Bekker
Chair

Bob van Dijk
Chief executive

Cape Town
23 June 2017

ABOUT THIS REPORTNaspers Limited integrated annual report 2017 The Naspers
group

Naspers Limited integrated annual report 2017 Strategic focus areas

What we do

In general
• We partner with founders/entrepreneurs
to build growth businesses with scale,
which then provides strong and
defensible leadership positions (as well
as healthy financials).

• We offer services that address something
fundamental to customers as this makes
them use these platforms regularly.
• We focus on growth markets, because
this approach provides two sources
of growth: the markets themselves, which
are growing rapidly, and the business
model reaching its full potential.

Optimise portfolio

INVEST

Investments in FY17

New opportunities

Closed after year-end

• Significantly increased

scale and market
positioning in India
PSP market

US$130m

US$11m

US$13m

US$22m

US$70m

US$120m

US$71m

US$132m

US$73m

US$313m(1)

US$434m

US$60m

(1) Total cumulative investment as at 31 March 2017.

Source: Company data.

THE NASPERS GROUPNaspers Limited integrated annual report 2017
What we look for

PARTNER WITH
ENTREPRENEURS

WHERE WE CAN
BUILD LEADERSHIP
POSITIONS WITH A
SUSTAINABLE MOAT

OPERATE IN HIGH-
GROWTH
MARKETS

ADDRESS BIG
SOCIETAL NEEDS

CONSOLIDATE

EXIT

• Increased operating scale
• Accelerated technology innovation
• Strengthened depth of management

Market value (US$’m)

2.5x

196

349

1 363

Investment Market value
of our stake
as at 31/3/17
Development spend Cash
Market value (US$’m)

Other

Redeployed in FY17

Closed after year-end

BUILD BUSINESSES
WITH BROAD
POTENTIAL

US$3.214m

US$102m

US$67m

US$3.4bn

US$173m

US$10m

Naspers Limited integrated annual report 2017 How we organise our portfolio

Our principal operations are
in internet services, where we
have listed assets, but predominantly
focus on ecommerce (especially
online classifieds, business-to-
consumer (B2C) ecommerce,
online payments and new ventures),
video entertainment and media.

We are market leaders in many
of the businesses and markets
in which we operate.
Our most significant markets are
Africa, China, Russia, Central and
Eastern Europe, North America,
Latin America, India, Southeast Asia
and the Middle East.

Internet

Video entertainment

Media

Classifieds

B2C

Payments

Ventures

Listed

THE NASPERS GROUPNaspers Limited integrated annual report 2017 We operate internet businesses across a variety of platforms and
geographies. In online classifieds, where we run trading platforms
in more than 40 countries, we own the OLX brand, as well as a
majority stake in Avito, letgo and Dubizzle. PayU provides payment
solutions in 16 countries. In B2C ecommerce we have investments
in eMAG, Flipkart, Takealot and MakeMyTrip (MMYT), and in Naspers
Ventures we look at new opportunities that have potential to
become global businesses. Through Tencent and Mail.ru, we also have
ownership interests in leading providers of internet entertainment
and communication services in China and Russia respectively.

We are the market leader in African video-entertainment services
with almost 12m subscribers in 50 countries across the continent.
We offer digital satellite television, digital terrestrial television,
on-demand online television and other video-entertainment services,
and our well-known brands include MultiChoice, DStv, M-Net,
SuperSport, GOtv and Showmax.

Our media segment comprises digital media and services,
newspapers, magazines, ecommerce, book publishing, and print
and distribution businesses in South Africa.

Internet

Video entertainment

Media

Classifieds

B2C

Payments

Ventures

Listed

Naspers Limited integrated annual report 2017 Allocating capital

Whether we build or invest, our approach is to allocate capital in a disciplined way. We typically invest in new businesses early on,
focusing on opportunities that have potential to scale globally. On good traction and sustained growth, we often ‘double-down’ on
existing investments, helping them build scale and market leadership. Once a winning proposition, we go ‘all-in’, eg online classifieds,
driving these businesses to profitability and cash generation.

We also have businesses that are mature, profitable and cash generative, such as MultiChoice South Africa. And then we are invested
in a number of companies that are public, such as Tencent, Mail.ru and most recently, MakeMyTrip.

(cid:31)(cid:30)(cid:29)(cid:28)(cid:27)(cid:26)(cid:25)(cid:24)(cid:23)

(cid:31)(cid:30)(cid:29)(cid:28)(cid:27)(cid:26)(cid:25)

(cid:31)(cid:30)(cid:29)(cid:28)(cid:27)(cid:26)(cid:25)(cid:27)(cid:24)(cid:23)(cid:22)(cid:21)

(cid:31)(cid:30)(cid:29)(cid:28)(cid:27)(cid:26)(cid:25)(cid:24)(cid:23)(cid:22)

(cid:31)(cid:30)(cid:29)(cid:28)(cid:27)(cid:26)(cid:25)

Experiment (R&D)
and expand

• Early-stage model
• Nascent startup

Committed investment

Scale to full potential
and profitability

Operate for return
and cash

Value appreciation

• Model with proven

• Winning platform

potential

• Emerging leader

with growth potential

• Proven model
• Clear category leader
• At scale

• Strategic stake in

listed asset

• Further room for
value appreciation

5+ years away

3 – 5 years away from full potential

Cash generative

Investment criteria
During the course of a year, we look at numerous investment opportunities, but only conclude a few.

We have very specific criteria:
• We look for defensible business models that address big societal needs and have potential to scale globally.
• We partner with credible entrepreneurs who have vision and ambition.
• We are disciplined in our valuation approach using fundamental valuation techniques such as discounted cash flow analysis and focus

on return on invested capital.

• A robust review process is in place whereby an investment committee, comprising senior executives, reviews proposed transactions.

Board-approved authority levels are in place. Sizeable transactions go to the board for consideration and approval.

Group priorities for the year ahead

Position the portfolio for growth

Improve competitiveness of our business

• Focus investments on leadership positions

• Continue to institutionalise mobile-centric

and scale

• Exit or restructure underperforming assets
• Invest in new opportunities that can

be transformative

approach

• Increased focus on quality engineering

and product

THE NASPERS GROUPNaspers Limited integrated annual report 2017
Target high-growth opportunities

100%

86%

Monthly unique
listers

Total payments
value (US$bn)(1)

53%

Total gross
merchandise value
(US$bn)(2)

65%

178%

App monthly
active users (m)

Monthly order
run-rate (m)

Mar 17

Sep 16

FY17

FY16

FY17

FY16

FY17

FY16

FY16*

FY15*

* Company data as at
31 December 2016

FOOD DELIVERY

Notes
(1) Total payments value reflect PayU India, YoY organic growth, excluding Citrus, was 64%.
(2) Gross merchandise value data reflects eMAG Romania.

Pursue scale

Key benefits
• Increased operating scale
• Accelerated technology innovation
• Potential value creation from synergies
• Strengthened depth of management

34.1m
Total transactions(1)
Notes
(1) Financials and KPIs for fiscal year ended 31 March 2016 and combined on a pro forma basis.
(2) Includes air, hotel and bus transactions only.
(3) Includes MMYT’s international standalone hotel transactions.

6.6m
Hotel(1) (3)

9.7m
Air(1)

17.5m
Bus(1)

45%
Mobile(1) (2)

Naspers Limited integrated annual report 2017 Stakeholder engagement

EMPLOYEES
In person, newsletters,
surveys, management
briefings, conferences
and intranet sites

SHAREHOLDERS
AND INVESTORS
Communication and engagement
through a dedicated investor
relations unit

HOW WE
ENGAGE

INDUSTRY
Participating in industry groups
to develop shared practices

REGULATORS
Engage with opinion
formers and regulators to
assist in developing policy

CUSTOMERS
Measure customer satisfaction
using the net promoter score
and interact with customers
by using social media

THE NASPERS GROUPNaspers Limited integrated annual report 2017 Engaging and building relationships with all our stakeholders is key to sustaining
business. Our stakeholders are the individuals or organisations that affect and are
affected by our activities, products or services.

Stakeholders’ issues and response
Shareholders and investors
We focus on providing timely, transparent and relevant information to help the investing public understand our business,
governance, financial performance and prospects in a competitive environment. We engage regularly with analysts and the media
to build our brands and to address stakeholder perceptions, both as a for-project organisation and as a positive agent of change
in a social and economic context. We disseminate information through a range of channels (including stock exchanges, press
releases, our website, integrated annual report, interim report, provisional report and other corporate documents). This is
reinforced by direct communication such as interviews, investor conference calls, group presentations and one-on-one meetings.

After releasing interim and full-year results, we conduct roadshows in South Africa, the United Kingdom and the United States of
America. In the review period, we also attended a number of investor conferences in these regions and in Asia. In FY17, we had
over 550 direct interactions with equity and debt investors, involving 15 of our executives, through a combination of meetings
and teleconference calls.

Internet

Stakeholders Key issues

Response

Customers

• Making it simpler and faster to
use our products and services.

• Feedback on service-related

issues.

• Privacy of information.

Regulators

• Socio-economic growth.
• Consumer protection and

quality of service.

• Developing a digital society.
• Citizen and community focus.
• Skills development and

employment.

• Taxation.

• Building skills to support
future business growth.
• Knowledge-sharing across

the group.

• Career development.

Employees

Most of our internet businesses have adopted the net promoter
score (NPS) metric to measure customer satisfaction. We focus on
providing the best experience to all our customers, whether they
are consumers, merchants or partners. On the merchant side, we
are committed to working with upstream and downstream partners
to provide quality solutions for their businesses. We also use
customer satisfaction (CSAT) scores to measure the degree to
which our products and services meet customers’ expectations.

We engage with legislators through our public policy teams in each
region to operate in an efficient and positive regulatory environment,
and as part of our compliance activities. Our public policy team
is based in Brussels and serves the Naspers group leadership by
providing information, analysis and advice relating to politics and policy.
It represents the group to governments where necessary, and also
provides support to the group’s operating companies to enable them
to be more effective in the policy space. PayU holds licences in a
number of the countries in which it operates, and cultivates strong
and open relationships with its regulators in these markets. Group
businesses belong to relevant industry bodies and associations
to support the development of specific sectors.

Our most important asset is our people. At heart we are
entrepreneurs, so we push for performance, back local teams
and learn from each other.

We aim to be recognised for providing meaningful work,
opportunities to learn and grow, and rewards for a job well done.
In this culture, we believe our people will be motivated to achieve
by taking personal responsibility for high performance.

Group companies set and communicate targets that are translated
into local and personal goals to ensure everyone understands the
bigger picture. We encourage our teams to discuss performance
to enable everyone to learn and grow, supported by ongoing
education and training. We find new ways to listen and engage
with our teams about making Naspers the best place to work.

Naspers Limited integrated annual report 2017 Stakeholder engagement (continued)

Video entertainment

Stakeholders Key issues

Response

Customers

• To ensure that we provide
offerings that are relevant
and value for money.

• To understand the needs and

wants of customers.

Industry and
business partners

• To influence policy

developments to ensure the
long-term viability of the
industry.

The video-entertainment group has a number of points for customer
engagement: the call centre, email, SMS and social media platforms (such as the
DStv Forum, Twitter and Facebook). Customer insights from email research and
field trial panels are used in product development. Investment in local content
has deepened, with competitively priced productions that resonate with our
audiences.

The video-entertainment group plays an active and constructive role in the
broadcast industry in countries where it operates. In South Africa, as a member
of the National Association of Broadcasters, it raises industry issues with
the Department of Communications, the Regulator, the Independent
Communications Authority of South Africa (Icasa), and the parliamentary
portfolio committee on communications. It is represented on the information
and communications technology (ICT) policy review panel assisting the minister
to review legislation governing the sector. It participates in a number of industry
workshops and policy-formulation processes, and regularly engages with
suppliers and business partners to develop shared best practices.

MultiChoice informs shareholders of developments through its integrated
annual report, publishing provisional and interim reports in local newspapers
and online, holding annual general meetings where shareholders can ask
questions, and through up-to-date websites (www.multichoice.co.za
www.phuthumanathi.co.za

and

In South Africa we participate in regulatory processes initiated by Icasa to
develop an environment conducive to the growth of the ICT sector. We also
engage with opinion leaders and regulators to assist with policy development.
The group is subject to regulation by the Broadcasting Complaints Commission
of South Africa (BCCSA). We work closely with the BCCSA to ensure
compliance as South Africa moves from an analogue to a digital environment.
In the rest of Africa, MultiChoice holds licences in a number of the countries
in which it operates, and promotes open relationships with its regulators in
these markets.

The video-entertainment group uses a number of platforms (from print to
electronic and face-to-face engagements) to interact with employees and keep
them informed. In South Africa the group also has a workplace forum to
represent employees’ interests and interacts with the company. The group
communicates with local communities through its corporate citizenship activities.

Shareholders
and investors

Regulators

Employees

• To build and continuously

improve corporate governance
processes to build on the trust
placed in the group.

• To keep stakeholders informed
of our performance from a
strategic, financial and social
development perspective.

• To ensure that we value and
uphold the rights of our
consumers.

• To ensure that we continue
to deliver quality services to
customers.

• To facilitate socio-economic

growth, skills development and
employment.

• To ensure compliance with
licences held and industry
regulations.

• To understand and respond to

staff needs and concerns.
• To provide strategic direction

and clarity on how staff
contributes to the bigger picture.

• To allow for two-way

communication to enable our
employees to share ideas.

THE NASPERS GROUPNaspers Limited integrated annual report 2017 Media24

Stakeholders Key issues

Response

Customers

Shareholders

Industry

• To gain a better understanding

of our customers, their
aspirations and needs.

• To deliver relevant and useful
products and services to our
customers.

• To improve our products and

test ideas.

• To promote our products, build
our brands and encourage
loyalty.

• To ensure that we maintain high

service levels.

• To keep shareholders informed
of company developments and
strategy implementation.

• To build on Media24’s profile as
a responsible corporate citizen.
• To retain and build on the trust

placed in the company.

• To build our strategic business

partnerships.

• To partner with business
associations to promote
common issues affecting
the industry.

• To learn from best practice
and share information that
will benefit the industry.

Regulators

• To influence policy decisions
for the benefit and long-term
viability of the industry.

Employees

• To be an employer of choice

that provides a safe, positive and
motivating working environment.

• To foster a culture where

employees live the corporate
values and behaviours.

• To understand and respond to

staff needs and concerns.
• To provide strategic direction

and clarity on how staff
contributes to the bigger picture.

• To retain the best talent.
• To provide leadership, training

and development.
• To allow for two-way

communication to enable our
employees to share ideas.

Media24’s divisions are active on social media platforms. Editorial teams
use Facebook and Twitter to engage with audiences on topical issues,
share and promote content from their latest digital and print offerings,
and test new ideas. Business units conduct client satisfaction surveys
with advertising agencies, readers and digital audiences through various
channels, including customer service call centres and surveys to
determine NPS ratings.

Media24 keeps shareholders informed of developments by posting its
integrated annual report, publishing provisional and interim reports in
local newspapers and online, holding annual general meetings where
shareholders can ask questions, and through up-to-date websites
(www.media24.com

and www.welkomyizani.co.za

Media24 is an active member of local and international industry bodies.
In South Africa these include: the Publishers Support Services (PSS),
as well as engaging with organisations such as the Audit Bureau of
Circulations of South Africa (ABC), Print Research Council (PRC), South
African National Editors’ Forum (Sanef), South African Publishers
Association (Pasa), Media Development and Diversity Agency (MDDA),
Association of Independent Publishers (AIP) and Advertising Standards
Authority (ASA). Novus Holdings is a member of the Print Industries
Federation of Southern Africa (Pifsa) and attends international industry
events to remain abreast of developments.

Print media is regulated by the press code and the ASA. Media24
abides by the codes and rulings of these regulatory bodies.

Media24 is an employer of choice, providing an inspiring work
environment. Ongoing staff engagement includes management briefings
and roadshows, weekly electronic newsletters, workshops, knowledge-
sharing sessions on industry topics, an annual leadership conference
and staff surveys. Workplace forums representing employees regularly
interact with management. Media24 invests substantially in leadership
training and development.

Naspers Limited integrated annual report 2017 Integrated thinking

Balancing profit, people and our planet
Naspers runs platforms that package content to create communities. We connect
people by distributing media products and conducting ecommerce. Our products and
services play a developmental role in societies where we operate by employing people,
improving quality of life and stimulating the economy.

Education is one of our most
important contributions to Africa.
We help to improve literacy levels
through print and digital media,
from newspapers and magazines
to school books and digital
ventures, including social
networking.

Naspers is operated as a sustainable
business, both in terms of the
environment and long-term
profitability. Our values
demonstrate our commitment to
progress along this journey. But
Naspers is also a responsible
corporate citizen, by giving back to
its communities. Through numerous
projects, we touch the lives of millions
of people around the world.

Where relevant in this report, we have
included performance against our various
types of capital (from page 40), such as
social and environmental projects, to
illustrate our approach.

The value-added statement illustrates how
the group distributes its earnings and how
much it retains for reinvestment.

By harnessing our global
infrastructure and ability to
innovate and adapt in a changing
world, we aim to address education,

skills development and environmental
sustainability. We hope to improve the living conditions
of our employees, their families and the communities in
which we operate, ultimately balancing profit, people and
our planet. Our recent investment in Udemy, a global
online marketplace for learning and teaching, aligns our
commercial strategy with our desire to address big
societal needs.

THE NASPERS GROUPNaspers Limited integrated annual report 2017 Value-added statement

for the year ended 31 March

Value added is defined as the value created by the activities of a business and its
employees and is calculated as revenue less the cost of generating that revenue.
The value-added statement reports on the calculation of the value added and its
application across stakeholder groupings. This statement shows the total wealth
created and how it was distributed, taking into account the amounts retained
and reinvested in the group.

Revenue

Cost of generating revenue

Value added

Income from investments

Wealth created

Wealth distribution:

Employees

Salaries, wages and benefits

Providers of capital

Finance cost

Dividends paid

Governments

Total tax paid

Reinvested in the group

Depreciation and amortisation

Other capital items

Retained earnings

Wealth distributed

31 March
2017
US$’m

31 March
2016
US$’m

%
change

6 098

4 219

1 879

1 899

3 778

1 149

441

278

163

825

1 363

339

(1 734)

2 758

3 778

5 930

3 975

1 955

1 329

3 284

1 015

432

292

140

813

1 024

278

(4)

(5)

(115)

(1 408)

861

3 284

220

12% of total earnings

distributed to investors
and finance providers, who fund
our growth, through dividends and
interest payments.

30% of wealth created

goes to some 25 000
employees. These jobs contribute
materially to countries where we
operate. The jobs we create also
stimulate economic activity.

22% of wealth created

paid in taxes and

skills development levies to local
governments is nearly five times
what shareholders are paid in
dividends.

22%

36%

2017

30%

Wealth distribution

Tax paid to governments
Shareholders’ dividends
Other providers of capital
Employees
Reinvested in the group

25%

31%

2016

31%

Naspers Limited integrated annual report 2017
2017 at a glance

How we’ve performed
across our types of capital

Financial

Ecommerce revenue growth outpaced that of the video-
entertainment segment. Internet revenues now represent 73% of
group revenue on an economic-interest basis – up 6% on last year.

Revenue economic
interest (US$m)

14 562
29%
29%

(1)

Revenue (19% economic interest)
US$14 562m

1 097
8%

Development spend
economic interest (US$m)

(1)

Development spend (13% economic interest)
US$1 084m

14 562m

12 224m

1 084m

961m

2017

Trading profit economic
interest (US$m)

(1)

2016

2 746
37%
37%

Trading profit (22% economic interest)
US$2 746m

2016

2017

406

Core EPS (US cents)

36%

Core EPS*

2 746m

2 246m

406

298

2017

2016

2017

2016

Notes
(1) Represents year-on-year growth in local currency, excluding M&A.
* EPS = earnings per share.

Intellectual

• MultiChoice’s set-

top box, Explora 2:
launched with
improved
compression
technology.

• Ecommerce: ability

to build strong global
or regional leaders.

• Classifieds platform,
letgo: allowing users
to buy from, sell to
and chat with others
locally.

Free cash outflow:
US$125m

Dividend per share:
580 SA cents

Constant currency revenue growth type (economic-interest basis)

27%

25%

Ecommerce
FY16

FY17

64%

54%

62%

67%

Classifieds

Travel

32%

20%

Payments

21%

29%

Etail

THE NASPERS GROUPNaspers Limited integrated annual report 2017

Natural

• MultiChoice City in South Africa is Green Star-rated

by the Green Building Council of South Africa.

• ‘Environment wins’ – the nature of OLX group’s business: the

environment wins as second-hand items are resold to be used again.

• Naspers and Irdeto’s office building in the Netherlands was designed

and constructed as a green building. This sustainable building meets the
GreenCalc score B.

• eMAG installed recycling bins to raise employee awareness.

Products and services

18%

of people globally use products and services of
companies that Naspers has built, acquired or
invested in.

• 75m users make use of OLX group’s mobile apps

monthly on average.

• More than 1.3bn online users across more than

50 markets.

• Nearly 12m subscribing households across South
Africa and over 50 countries in sub-Saharan Africa.

Media24

is South Africa’s
leading publisher,
with over
40 magazines and
80 newspapers
reaching more than
13m in monthly unique
browsers and across its
social media platforms.

Human

Social and relationship

9 000
people received
training – 36% of
our 25 000-strong
workforce.

22%

of total wealth
we create, supports
local governments.

• Corporate citizenship initiatives across

the group benefit more than 600 000 people.

Naspers Limited integrated annual report 2017 Global presence

Operating in over 120 countries and markets with long-
term growth potential, Naspers builds leading companies
that empower people and enrich communities.

Internet

Video entertainment

Media

• go-mmt: 2.3m standalone hotel

• DStv Explora customers

transactions quarterly

• eMAG 76 000 packages delivered

monthly

• OLX group: 60m monthly listings

downloading 1m titles per month

• DStv Now users generate 4m

play events per month

• Launched first sub-Saharan

African edition of Huffington Post,
HuffPost South Africa

• Expanded mobile digital media

product offering

12 000

employees

7 000

employees

6 000

US$10.6bn

contribution to revenue

US$3.4bn

contribution to revenue

US$0.6bn

contribution to revenue

THE NASPERS GROUPNaspers Limited integrated annual report 2017 Naspers is a truly international company

80%

of our revenue is now generated
outside South Africa, on an economic-
interest basis.

Revenue* by segment
(%)

Ecommerce
Listed investments
Video entertainment
Media and other

73%

of our revenue comes from our
internet and ecommerce activities,
on an economic-interest basis.

We believe in the
power of local,
backed by global scale

We continue to back new business
models to fuel our growth. Increasingly,
we look for opportunities to address
big societal needs in markets where
we see the greatest growth potential,
including all major markets around the
world. Where we see a company with
promise, we move quickly to expand
and scale.

Revenue* split
ecommerce (%)

Etail
Marketplace
Classifieds
Other
Payments
Travel

Note
*Measured on an economic-interest basis.

We believe we are a useful
global growth partner for
founders, startups and other
investors aspiring to make
a difference and add value
at all life stages

Our operating model is different – in our chosen
markets, we create our own businesses or invest in
early-stage companies, we take promising models and
grow them quickly to scale, we evolve and grow
companies already at scale, and we hold investments
in listed companies with significant upside.

Naspers Limited integrated annual report 2017 Business model

Creating value for all stakeholders

T I V I T I E S )

G A

D I N

OUR PURPOSE
We build leading companies that
empower people and enrich
communities.

UR VALU E-A

T (O

U
P
T
U
O

WHAT WE DO
At heart, we’re entrepreneurs.
We PUSH FOR PERFORMANCE
in everything we do. We back local teams
and learn from each other. We’re nimble
and seize opportunities. We do the
right thing.

FOCUS the portfolio around core
leadership positions.

GROW by leveraging leadership
positions, rolling out our most successful
businesses to new, adjacent business
models and expanding into new
geographies.

TRANSFORM our portfolio by
investing in new, disruptive platforms.

CUSTOMERS

Address real needs through

interaction and research.

Measure: satisfaction.

MINIMISE IMPACT
Internet segment: stimulate buying and
selling used or recycled goods in a paperless
environment.
Reuse, recycle: 40% of paper waste at
Novus delivered to Correll in bales
for reuse.
Responsible sourcing.

INPUTS (OUR CAPITALS)

Financial
Providers of capital
Investments

Human
Employees

Social and relationship
Stakeholders: engagement,
issues and feedback

Products and services
Ecommerce
Video entertainment
Media

Intellectual
Global platforms

Natural
Green buildings
Energy-saving initiatives

THE NASPERS GROUPNaspers Limited integrated annual report 2017

UR VALU E-A

T (O

T I V I T I E S )

G A

D I N

OUTCOMES
(FOR OUR STAKEHOLDERS)

EMPLOYEES
9 000 people benefit from
training – US$17.4m
investment or 1.5%
of total payroll.

FINANCIAL IMPACT

US$2 746m
trading profit

US$1 084m
development
spend

406 US cents
core EPS

VALUE DISTRIBUTED

SHAREHOLDERS
AND INVESTORS
Dividend per share: 580 SA cents.
Naspers share price has grown
hundredfold since listing in 1994.

INDUSTRY
Leverage our global scale to
ensure industry development
considers and benefits all
stakeholders.

REGULATORS
Engage with opinion formers and
regulators to assist in developing policy
that supports vibrant industries and
benefits stakeholders.

We contributed over

US$825m

(or as much as 22% of the total
wealth we created) to local
governments where we operate

We offer some

25 000

people across the globe
a meaningful and rewarding place
to put their talent to work

SUSTAINABILITY IMPACT

Community initiatives
South Africa: Let’s Play Schools
Physical Education challenge:
650 schools and 601 000
learners competed.

eMAG’s Aiming for the
Olympiad benefits 3 200
children in Romania.

India: OLX connects with
its communities through
programmes such as voluntary
blood-donation camps, winter
clothing donation and a school
bag drive for underprivileged
children.

Supporting
sustainability
campaign
A number of
initiatives are
supporting our
sustainability
campaign.
MultiChoice
City, the group’s
newest building
in Randburg, is
our first building
to be Green
Star-rated.

Naspers Limited integrated annual report 2017

How we manage risk

In pursuing strategic opportunities and navigating related challenges, our philosophy
is that managing risk is all about accepting risk in an intelligent manner, within the
parameters approved by the board. Doing this well creates a competitive advantage
and, ultimately, drives stakeholder value. As for the system of internal control, we
acknowledge that no risk management system nor the combined assurance provided
on risk levels and controls, gives us absolute certainty that we fully understand all risks
or avoid any failure. We have experienced failures in the past and will likely face some
misses in the future.

We therefore promote a culture where risk management is
not seen as a separate process, but integrated into every-day
management and good governance. The responsibility for
managing risk lies with the owner of risk: in most cases
operational management, assisted by the finance function and,
where considered useful in our businesses, specialised risk
management and risk support functions.

Our risk acceptance process focuses on the potential impact
of a risk, using our risk management framework, relative to our
perceived vulnerability to this risk. Likelihood of occurrence and
speed of risk consequences materialising are taken into account.
For risks we are not prepared to accept, we take action to reduce
our vulnerability – dependent on the risk in various ways and to
various extents. Wherever we find risk outside acceptable levels,
we consider ways to avoid the risk altogether, eg by entering into
exit strategies.

Our risk management framework, system and processes draw on
internationally recognised best business practice and frameworks.
We promote effective spreading of knowledge and learnings on
issues and good management practice between businesses within
the group.

The board is kept updated on key risks and any developments
thereon and ensures that adequate levels of assurance are
provided on the residual level of significant risks versus their set
tolerance levels through a combination of internal sources and
independent assurance providers, including internal and external
auditors.

Considering our key risks, these may impact in some way on
our ability to effectively and efficiently transform the capitals
that we use into value for our stakeholders:

• Legislation and regulation
• Global market and political developments
• Currency fluctuations and repatriation of cash
• Funding

• Loss of key individuals

Financial

Human

• Risks of fraud and corruption and unethical business conduct

Social and relationship

• Competition and technological innovations
• Technical failures and information (cyber) security

Products and services

Intellectual

• Inefficient use of resources and avoidable waste

Natural

For a detailed review of Naspers’s material issues and how we manage these, refer to www.naspers.com.

THE NASPERS GROUPNaspers Limited integrated annual report 2017 Our operating environment

As a global group, Naspers is exposed to global
factors. While this raises a spectrum of risks,
equally it presents significant opportunities.

Snapshot of our key regions

Country

Europe

Emerging and developing Europe

Emerging markets

China

India

Russia

Brazil

South Africa

Sub-Saharan Africa

Source: International Monetary Fund.

Forecast growth (%)

2016

2017

2018

1.6

1.7

2.9

4.1

6.7

6.6

-0.6

-3.5

0.3

1.6

2.5

1.6

3.2

4.8

6.0

7.7

1.2

1.5

1.6

3.7

2.3

1.6

3.1

4.5

6.5

7.2

1.1

0.2

0.8

2.8

Naspers Limited integrated annual report 2017 Our operating environment (continued)

Global growth in 2016, projected to remain
modest at some 3%, was the weakest since
the 2008 and 2009 economic crisis.
Economic activity is projected to pick
up in 2017 and 2018 to 3.4% and 3.6%
respectively, driven almost entirely by
emerging-market and development
economies. This reflects the increasing
weight in the world economy of large
emerging-market economies, such as China
and India, which are growing well above the
world average. The pace of economic activity
in advanced economies is projected to
remain subdued in line with their diminished
potential as populations age.

Across the world, regulatory activity
continues to increase as governments and

regulators attempt to keep up with changes
caused by innovation and disruption. The
outcome of US elections, the vote for
Brexit and a series of elections in Europe
complicate analysis and add uncertainty.

The time for innovations to reach most of
the population in developed countries is
getting shorter, penetration curves steeper
and there are many more innovations in
any given period.

Regulations and regulatory change potentially
have the largest impact on our African
video-entertainment businesses, but we
expect increased regulation to affect our
other businesses as well.

Technology trends
Technology is an essential part of our
lives today, providing more freedom and
choices. The pace of developing and
adopting new technology is accelerating.

The impact of technology on society as a
whole has been mostly positive. Research
shows that the use of technology has
boosted incomes by 30% to 50%, across
countries and income groups, especially
in growth markets. China and India, in
particular, have reaped significant returns
in recent years, catapulting them into the
rankings of the largest global economies.

Projected real GDP (US$ trillion) 1970

Projected real GDP (US$ trillion) 2030

4.8

S
U

1.9

n
a
p
a

1.5

y
n
a
m
r
e
G

1.0

e
c
n
a
r
F

1.0

K
U

1.0

y
a
t
I

0.8

a
i
s
s
u
R

0.5
a
d
a
n
a
C

0.4

l
i

z
a
r
B

0.5
n
a
p
S

Source: US Department of Agriculture.

23.9

18.8

S
U

a
n
h
C

7.3

a
d
n

6.5

n
a
p
a

4.3

y
n
a
m
r
e
G

3.8
K
U

3.5
e
c
n
a
r
F

3.2

l
i

z
a
r
B

2.3
y
a
t
I

2.5
a
d
a
n
a
C

Through technology, customer
experiences have become increasingly
important. Companies now have to
consider how products and services
enhance lifestyles and workflows. It is clear
that mobile is the future of the internet.
Just a decade ago no one had a
smartphone – now there are 2.5bn
smartphone users globally. With mobile
use steadily overtaking PC use, the world
is heading towards the 5bn smartphone-
user mark.

It is evident that the new mobile platform
will be the basis for transforming many
products, services and industries. Most
industries are still in the early stages of
disruption (particularly in our markets)
and increasingly new industries
(eg agriculture/food, health, education and
finance) are now being targeted. With an
accelerating mobile distribution platform
into global consumer markets, exploding
data availability and the presence of
modular building blocks (open-source

software code, application program
interfaces (APIs), scalable cloud-computing
infrastructure, and more), it has never
been easier to launch a business quickly.

THE NASPERS GROUPNaspers Limited integrated annual report 2017 140

120

100

2 561
80

Online penetration (%, 2016)

12 224

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Developed markets average

Emerging markets average

Note
Typically emerging markets at lower end of the range, with the exception of ticketing (eg movies), Classifieds – Vertical (eg cars), Healthtech and Media – Video.
Source: Businesswire, Chicago Tribune, eMarketer, Internetretailer, McK., BCG, Netscribes, Millennial, CSF’s EdTech, Holland Fintech, yourstory, A.T. Kearney, BI, Euromonitor, CBI, Telegraph,
Reuters, globalwebindex, Nielsen, Deloitte, Redshift, eyefortravel, IJBM, Certify, rideshareapps. Inc42, ETOA, PEW, BBC, Technode, iResearch, ANI.

We aim to maintain a high-growth
profile by honing in on opportunities
presented by (1) technology disruption
in various industries in combination
with (2) the economic catch-up effect
in high-growth markets.

The next wave of technological
innovations, specifically machine
learning (ML) and artificial intelligence
(AI), is upon us. AI introduces the ability
to perform complex tasks that only
people could once do, but at a scale

that people would never be able to. It
is the new battlefield with data as the
new ‘oil’. AI is quickly developing into a
critical enabling technology that will run
like a thread through most
developments.

Naspers Limited integrated annual report 2017

Chair and chief executive’s report

Our integrated annual report

for the year to 31 March 2017

reflects another solid

performance against a volatile

macroeconomic backdrop.

Overview
Naspers continues to generate long-term
value for shareholders and other
stakeholders alike. Around the world, our
stakeholders benefit from our
contributions to local economies,
responsible citizenship initiatives and
shareholdings in Naspers or its
subsidiaries. For example, through
the eMAG Foundation and Let’s Play
projects alone, we reach in excess of
600 000 young people in Europe and
South Africa.

Group performance
Naspers delivered a solid performance
in the review period, despite economic
volatility in several of our operating
regions. Our focus in recent years on
mitigating risk by diversifying
geographically and by segment is paying
off, for example: over 80% of our
revenue is now sourced internationally,
on an economic-interest basis. We have
also expanded our revenue base, with
73% of group revenues attributable
to internet operations.

“While our
international internet
ventures scaled pretty
well, our African
video-entertainment
business bore the
brunt of falling
currencies.”

Koos Bekker
Chair

THE NASPERS GROUPNaspers Limited integrated annual report 2017 “Our teams have made
meaningful progress
in building the global
customer propositions
of the future.”

Bob van Dijk
Chief executive

Core headline earnings, which we
consider a reliable indicator of
sustainable earnings, grew 41% to
US$1.75bn. Consolidated development
spend was up 22% to US$861m.

Taking a ten-year view, we have grown
segment revenues at a compound
annual rate of around 19%, and trading
profits at 17%. Since listing in 1994, our
market capitalisation has grown from
US$622m (R2.3bn) to US$74.4bn
(R1.0 trillion) at year-end.

We summarise segmental performance
to give readers an understanding of the
components of our group, with detailed
operational reviews from page 63:

Internet (includes our ecommerce
activities and listed internet
investments): Strong growth from
Tencent and our ecommerce businesses
produced revenues of US$10.6bn, up
29% (41%) year on year. Trading profit
was 52% (65%) higher at US$2.5bn.
Notably, Naspers now has one of the
largest mobile audiences in the world
and over 20 profitable businesses in
our ecommerce segment.

Video entertainment: Revenues of
US$3.4bn were down marginally year
on year, despite the protracted
weakness of currencies in our main
markets. A value strategy saw the total
customer base rise by 1.5m to 11.9m

households at year-end, compared to
growth of only 185 000 in the prior
year. Our focus remains on expanding
the subscriber base, reducing costs by
monitoring content performance as
well as rightsizing the business and its
operational activities.

Media: Sectoral and macroeconomic
headwinds continued to depress
Media24’s topline growth, with revenues
down 3% (1%) to US$588m, while
trading profit dropped 34% (34%) to
US$19m. New digital and ecommerce
initiatives delivered satisfactory topline
growth of 14% (16%).

Naspers Limited integrated annual report 2017 Chair and chief executive’s report

(continued)

on accelerating the growth of letgo
(classifieds), video entertainment and our
online travel business in India.

Through Naspers Ventures, we are looking
for the group’s next phase of growth.
We invested US$130m during the year
in technology segments that meet our
criteria, including education (Codecademy,
Brainly and Udemy) and agriculture
(FarmLogs). These are detailed on
pages 58 and 66.

Global trends and impacts
Naspers operates in a world where
the needs, values and aspirations of the
so-called millennial generation have
redefined the norm. As the pace of
adopting new technologies accelerates, so
does the importance of innovation.
Invention is no longer a ‘nice to have’.

Mobile is undoubtedly the present of the
internet. It is already the primary platform
to transform many products, services
and industries. We focus on mobile-first
products and technology relevant to our
markets and businesses.

The next wave of technological innovation
will be shaped by machine learning and
artificial intelligence, enabling technologies
that will permeate every development.

Please refer to page 28 for a more
detailed discussion on global trends and
their impacts.

Areas of growth
In line with our focus on capital allocation
and returns, we disposed of Allegro and
Ceneo (marketplaces), Netretail (online
retail and ecommerce) and Heureka
(online comparison shopping). We also
merged our Indian online travel business,
ibibo, with MakeMyTrip, retaining a 40%
(fully diluted) interest in the merged
business. The acquisition and integration of
Citrus Pay consolidated PayU’s position in

India and will allow it to increase its
vertical market leadership in the airline
and telecoms industries. More recently,
we strengthened our online food-delivery
portfolio by investing in Delivery Hero,
the largest online food-delivery company
(by orders) globally.

Our consolidated development spend
was US$861m, up 22% (13%) on the
prior year. Almost half was focused

Revenue (US$’m)

5 780

7 071

8 533

9 919

11 541 12 224

14 562

3 473

4 340

3 065

2 561
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Trading profit (US$’m)

1 507

1 659

1 536

1 901

2 246

2 746

769

1 058

1 372

664

559
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Notes
All numbers on an economic-interest basis.
Information presented above for periods before the 2014 financial year has been translated to US dollar using the
average exchange rates prevailing over the relevant financial year.

THE NASPERS GROUPNaspers Limited integrated annual report 2017 Increased focus on people
and skills
As technology drives changes in our
operating environment, we need to
adapt in many ways. One is through the
strength of our balance sheet to fund
the required investment and the skills of
our people for the innovation that will
keep us ahead.

We especially focus on attracting talent
– especially in the fields of ecommerce,
technology and engineering – and
creating a meaningful place to work.
During the year, 9 000 people benefited
from training at all levels, with some
1.5% of total payroll committed to
training and development.

Equally, performance dictates how
we reward our people and our aim
is to balance cost, competitiveness
and incentive.

At executive level, short-term incentives
are linked to financial and operational
performance, including non-financial
indicators. To align executive interests
with those of our shareholders,
long-term incentives are based on share
options and appreciation rights schemes
that reward value creation above and
beyond present share values. Please
refer to the section on our people
(page 73) and the remuneration report
(page 93) for more details.

Governance
As a multinational group, our risks
differ by jurisdiction (refer to risk
management section, page 26). The
board conducts the group’s business
with integrity, applying appropriate
corporate governance policies.
Independently managed subsidiaries
apply suitable governance practices,
including via their board committees.
A disciplined reporting structure to
the Naspers board apply, and the
group has a legal compliance
programme, detailed in the full
governance report
. Strategies
and business plans for financial and
non-financial elements of operations
are regularly reviewed.

Compliance with the Listings
Requirements of the JSE Limited (JSE),
London Stock Exchange (LSE) and Irish
Stock Exchange (ISE) is monitored
by the audit and risk committees of
the board.

We continually evaluate areas where
governance can be improved. This is
detailed in our application of King III in
the governance frameworks of Naspers,
MultiChoice and Media24 in the full
governance report

Naspers Limited integrated annual report 2017 Chair and chief executive’s report

(continued)

Board changes
Guijin Liu and Hendrik du Toit were
appointed independent non-executive
directors in the prior reporting period.
Both have made useful contributions
to our board deliberations during their
first year.

On 21 April 2017, after year-end,
Emilie Choi was appointed an
independent non-executive director.
Emilie is an experienced consumer
internet, media, and mergers and
acquisitions executive. Her curriculum
vitae is on page 37.

In terms of our memorandum of
incorporation, one third of non-executive
directors retire annually and
reappointment is not automatic.
Koos Bekker, Rachel Jafta, Steve Pacak,
Fred Phaswana and Ben van der Ross
retire by rotation at the annual general
meeting and, being eligible, offer
themselves for re-election. At the annual
general meeting, shareholders will be
asked to confirm Emilie’s appointment
and to consider the re-election of these
directors (see notice on page 114).

Members of the audit committee are
Don Eriksson, Ben van der Ross and
Rachel Jafta. The board recommends
shareholders reappoint them as audit
committee members.

In compliance with the Companies Act,
shareholders will be asked to consider
these proposals at the annual general
meeting. Directors’ curricula vitae are
available on the corporate website

Our board members provided valuable
guidance and scrutiny during the year.
We appreciate the leadership of our top
executives under Bob van Dijk and the
contributions of our many dedicated
people worldwide. Also the support
of our valued partners, suppliers and
government bodies in numerous
countries.

THE NASPERS GROUPNaspers Limited integrated annual report 2017 Managing sustainability
Naspers invests in creating useful
products and services for customers
that, in time, will generate a sustainable
return to investors and benefit our
stakeholders. We are equally mindful
of our obligations as a responsible
corporate citizen to respect the natural
environment and limit our impact as
much as possible.

In addition to a structured approach to
our sustainability strategy, detailed on
page 72, our governance model and
ethical principles are communicated
throughout the group.

In our social interactions, we focus
on challenges such as education, skills
development and environmental
sustainability. Our aim is to improve the
living conditions of our employees, their
families and the communities in which
we operate, ultimately balancing profit,
people and our planet.

Outlook
Naspers faces fiercer competition
from massive US technology operators
as we grow our internet and video-
entertainment businesses.

Foreign exchange movements have
hurt the video-entertainment segment
as customers around Africa pay
subscriptions in local currencies, while
many costs are charged in US dollars.
Slowing economic growth in South
Africa and tougher international
competition all will play a part in the
group’s financial performance. Naspers
will respond through continued
innovation and transforming existing

businesses while investing in ventures
with the potential to fuel the next wave
of growth.

We will further scale our ecommerce
businesses to drive profitability and cash
generation. The focus for our more
mature sectors – media and video
entertainment – will be on managing
macroeconomic and sectoral
headwinds through ongoing cost
containment so as to ensure sustained
profitability.

Koos Bekker
Chair

Bob van Dijk
Chief executive

23 June 2017

Naspers Limited integrated annual report 2017 Our board

Executive

Non-executive

Independent non-executive

Koos Bekker
Chair
Koos (64) led the founding team of
the M-Net/MultiChoice pay-television
business in 1985.

Fred Phaswana
Lead director
Fred (73) is the retired
chair of the Standard
Bank Group.

Rachel Jafta
Rachel (56) is
a professor of
economics at
Stellenbosch
University.

Don Eriksson
Don Eriksson (72) is a
chartered accountant
(SA) and honorary life
member of the Institute
of Directors of Southern
Africa (IoDSA).

Debra Meyer
Debra (50) is executive
dean of the faculty of science at the
University of Johannesburg.

For detailed
biographies
of the board go to
www.naspers.com

Bob van Dijk
Chief executive
Bob (44) was appointed
chief executive in
April 2014, bringing
extensive ecommerce
expertise to the group.

Basil Sgourdos
Group chief
financial
officer
Basil (47) was
appointed to this
role in July 2014 and
has been with the group
for 22 years in related
positions.

Mark Sorour
Group chief
investment officer
Mark (55) was
appointed to this position
in January 2015, and has
extensive experience in
investment activities.

THE NASPERS GROUPNaspers Limited integrated annual report 2017 The group uses independent external advisers to monitor regulatory
developments, locally and internationally, to enable management
to make recommendations to the Naspers board on matters of
corporate governance.

Ben van der Ross
Ben (69) is an admitted attorney. He
serves on the boards of several listed
companies.

Emilie Choi(1)
Emilie (38) has an extensive
track record in the internet and
entertainment industry. She
is LinkedIn’s vice president of
corporate development.

Craig Enenstein
Craig (48) is CEO of
Corridor Capital,
an operationally
intensive private
equity firm.

Steve Pacak
Steve (62) is
a chartered
accountant
(SA), who
began his
career with
Naspers at
M-Net in 1998.

Roberto
Oliveira de Lima
Roberto (66) from
Brazil is a board
member of Telefônica
Brasil.

Note
(1)Appointed 21 April 2017.

Nolo Letele
Nolo (67) joined M-Net in 1990 and
pioneered MultiChoice’s expansion
outside South Africa.

Cobus Stofberg
Cobus (66) was a
founder member of
M-Net in 1986, and chief
executive of the
MIH group from
1997 to 2011.

(alternate)

Hendrik du Toit
Hendrik (55)
is CEO of
Investec Asset
Management
and a director
of Investec
plc and
Investec Limited.

Guijin Liu
Guijin (71) graduated
from Beijing
University of Foreign
Studies in 1971. He
is experienced in
international affairs
between China and the
developing world.

Audit
committee

Risk
committee

H Human resources
and remuneration
committee

N Nomination
committee

Social and ethics
committee

Executive
committee

Page headerCOPY TO BE SUPPLIEDNaspers Limited integrated annual report 2017 Category

Non-executive

Independent
non-executive

Executive

Independent
non-executive

Non-executive

Independent
non-executive

Executive

Non-executive

Executive

Independent
non-executive

Date first appointed
in current position

17 April 2015

21 April 2017

Date last appointed

28 August 2015

21 April 2017

Six board meetings were
held during the year.
Attendance:

Not applicable

Our board (continued)

Attendance at board meetings

J P Bekker(3)

E M Choi(1)

H J du Toit

1 April 2016

C L Enenstein

16 October 2013

28 August 2015

D G Eriksson

16 October 2013

28 August 2015

G Liu

1 April 2016

R C C Jafta

23 October 2003

29 August 2014

F L N Letele(2)

D Meyer

22 November 2013

26 August 2016

25 November 2009

26 August 2016

R Oliveira de Lima

16 October 2013

26 August 2016

S J Z Pacak(3)

T M F Phaswana(3)

15 January 2015

23 October 2003

28 August 2015

M R Sorour

V Sgourdos(3)

J D T Stofberg

B van Dijk(3)

15 January 2015

1 July 2014

16 October 2013

1 April 2014

B J van der Ross

12 February 1999

28 August 2015

29 August 2014

26 August 2016

29 August 2014

28 August 2015

Notes
(1) Appointed 21 April 2017.
(2) Appointed 22 March 2017 as acting chief executive of the MultiChoice South Africa group.
(3) Members of the executive committee. No meetings were held during the year.

THE NASPERS GROUPNaspers Limited integrated annual report 2017 Review of our
performance

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital

Financial review

IFRS operating losses were higher at
US$360m, mainly due to the effects of
currency weakness and higher content
costs in the video-entertainment segment.

The group’s share of equity-accounted
results increased 42% year on year to
US$1.8bn. This includes once-off gains
of US$381m and impairment losses of
US$268m recognised by associates and
joint ventures. The contribution to core
headline earnings by associates and joint
ventures was up 50% to US$2.4bn after
adjusting for these non-recurring items.

Net interest expense on borrowings was
down 17% to US$142m, due to lower
utilisation of credit facilities and, to a lesser
extent, cash retained from the US$3.2bn
Allegro disposal. Consequently, the group
had a net cash balance of US$1.1bn at
year-end.

The combination of higher development
spend and lower profit contribution from
the video-entertainment business resulted
in consolidated free cash outflow of
US$125m. These effects were partially
offset by higher dividend income from
Tencent and improved working capital.

Dividend
The board recommends that the annual
gross dividend be increased by 12% to
580 SA cents (previously 520 SA cents)
per listed N ordinary share, and 116 SA
cents (previously 104 SA cents) per
unlisted A ordinary share. If confirmed by
shareholders at the annual general
meeting on Friday 25 August 2017,
dividends will be payable to shareholders
recorded in the books on Friday
15 September 2017. It will be paid on

Monday 18 September 2017. The last date
to trade cum dividend will be on Tuesday
12 September 2017 (shares therefore to
trade ex dividend from Wednesday
13 September 2017). Share certificates
may not be dematerialised or
rematerialised between Wednesday
13 September 2017 and Friday
15 September 2017, both dates inclusive.
The dividend will be declared from
income reserves. It will be subject to the
dividend tax rate of 20% (previously 15%),
yielding a net dividend of 464 SA cents
per listed N ordinary share and 93 SA
cents per unlisted A ordinary share to
those shareholders not exempt from
paying dividend tax. Such dividend tax will
amount to 116 SA cents per listed
N ordinary share and 23 SA cents
per unlisted A ordinary share. The issued
ordinary share capital as at 23 June 2017
was 438 265 253 N ordinary shares and
907 128 A ordinary shares. The company’s
income tax reference number is
9550138714.

Significant acquisitions
Details of significant acquisitions appear
in the summarised consolidated annual
financial statements under “Business
combinations, other acquisitions and
disposals” (page 57).

Summarised consolidated annual
financial statements
The summarised consolidated annual
financial statements appear on pages 42
to 62 of this report. The complete
consolidated annual financial statements
for the year ended 31 March 2017 are
on our website, www.naspers.com.

On the back of Tencent’s and
ecommerce’s contributions, group
revenue, measured on an economic-
interest basis, grew 19% to US$14.6bn
(or 29% measured in local currency and
adjusted for acquisitions and disposals).
Consolidated revenue (thus excluding
equity-accounted companies) increased
3% (13%), mainly due to strong
performances by the ecommerce
businesses that grew 11% (32%).
Significant disposals during the year,
notably the Allegro business in Poland and
Czech ecommerce units Netretail and
Heureka, reduced revenues. In addition,
the merger of the online travel business,
ibibo, with MakeMyTrip in January 2017
resulted in the group’s travel investment
no longer being consolidated. From the
2018 financial year, the group will equity
account for its share of the results of
MakeMyTrip, given its 40% shareholding
in the merged business.

Consolidated development spend was
up 22% (13%) to US$861m as letgo,
Showmax and the travel business
accelerated their growth. The total
aggregate development spend on these
businesses was US$427m. Excluding
the stepped-up investment in these
businesses, development spend decreased
by 16% as several ecommerce businesses,
including classifieds and the B2C
operations, improved profitability.

Group trading profit, measured on an
economic-interest basis, rose 22% (37%)
to US$2.7bn. This was driven by strong
growth from Tencent as well as
contracting trading losses in the B2C
business, offset by higher development
spend and an operating loss from the
sub-Saharan African video-entertainment
business.

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Five-year review

2017
US$’m

2016
US$’m

2015
US$’m

2014
US$’m

2013(2)

US$’m

14 562
2 746

Income statement items, including equity-accounted
investments on an economic-interest basis
Revenue
Trading profit
Statement of financial position on a consolidated basis
Total assets
Total equity
Total liabilities
Other information
Development spend(1)
Core headline earnings per share (US cents)
Dividend per N ordinary share (SA cents) (proposed)
Weighted average number of N ordinary shares (’000)
Notes
(1) Including associates and joint ventures on a proportionate basis.
(2) Translated from SA rand into US dollar at the average exchange rate for the relevant year.

1 084
406
580
431 207

21 930
15 361
6 569

12 224
2 246

16 723
10 654
6 069

961
298
520
417 575

11 541
1 901

12 936
6 903
6 033

953
255
470
403 576

9 919
1 536

12 213
6 477
5 736

781
216
425
395 078

8 976
1 675

11 180
6 047
5 133

503
259
385
385 064

Naspers Limited integrated annual report 2017 Summarised consolidated annual financial statements

Contents
Statement of responsibility by the board of directors
Independent auditor’s report on the summarised consolidated financial statements
Basis of presentation and accounting policies
Segmental review
Reconciliation of trading (loss)/profit to operating loss
Summarised consolidated income statement
Summarised consolidated statement of comprehensive income
Summarised consolidated statement of changes in equity
Summarised consolidated statement of financial position
Summarised consolidated statement of cash flows
Headline and core headline earnings
Supplementary information

Disposal groups classified as held for sale
Business combinations, other acquisitions and disposals
Financial instruments
Related party transactions and balances
Events after the reporting period
Pro forma financial information

43
44
45
46
46
47
48
49
50
51
52
53
56
57
58
60
60
60

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Statement of responsibility by the board of directors
for the year ended 31 March 2017

The summarised consolidated annual financial statements of the group are the responsibility of the directors of Naspers Limited.
In discharging this responsibility they rely on the management of the group to prepare the consolidated annual financial
statements, separately available on www.naspers.com
and the Companies Act No 71 of 2008. The summarised consolidated annual financial statements include amounts based on
judgements and estimates made by management. The information given is comprehensive and presented in a responsible manner.

, in accordance with International Financial Reporting Standards (IFRS)

The directors accept responsibility for the preparation, integrity and fair presentation of the summarised consolidated annual
financial statements and are satisfied that the systems and internal financial controls implemented by management are effective.

The directors believe that the company and group have adequate resources to continue operations as a going concern in the
foreseeable future, based on forecasts and available cash resources. The summarised consolidated annual financial statements
support the viability of the company and the group. The preparation of the financial results was supervised by the financial
director, Basil Sgourdos CA(SA).

The independent auditing firm PricewaterhouseCoopers Inc., which was given unrestricted access to all financial records and
related data, including minutes of all meetings of shareholders, the board of directors and committees of the board, has audited
the consolidated annual financial statements from which the summarised consolidated annual financial statements were derived.
The directors believe that representations made to the independent auditor during their audit were valid and appropriate.
PricewaterhouseCoopers Inc.’s audit report is presented on page 44.

The summarised consolidated annual financial statements were approved by the board of directors on 23 June 2017 and
are signed on its behalf by:

Koos Bekker
Chair

23 June 2017

Bob van Dijk
Chief executive

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Independent auditor’s report
on the summary consolidated financial statements
to the shareholders of Naspers Limited

Opinion
The summary consolidated financial statements of Naspers Limited set out on pages 45 to 60 of the integrated annual report, which
comprise the summary consolidated statement of financial position as at 31 March 2017, the summary consolidated income statement,
and statements of comprehensive income, changes in equity and cash flows for the year then ended, and related notes, are derived from
the audited consolidated financial statements of Naspers Limited for the year ended 31 March 2017.

In our opinion, the accompanying summary consolidated financial statements are consistent, in all material respects, with the audited
consolidated financial statements, in accordance with the JSE Limited’s (JSE) Listings Requirements for summary financial statements, as
set out in “Basis of preparation and accounting policies” to the summary consolidated financial statements, and the requirements of the
Companies Act of South Africa as applicable to summary financial statements.

Summary consolidated financial statements
The summary consolidated financial statements do not contain all the disclosures required by International Financial Reporting Standards
and the requirements of the Companies Act of South Africa as applicable to annual financial statements. Reading the summary
consolidated financial statements and the auditor’s report thereon, therefore, is not a substitute for reading the audited consolidated
financial statements and the auditor’s report thereon.

The audited consolidated financial statements and our report thereon
We expressed an unmodified audit opinion on the audited consolidated financial statements in our report dated 23 June 2017. That
report also includes communication of key audit matters. Key audit matters are those matters that, in our professional judgement,
were of most significance in our audit of the consolidated financial statements of the current period.

Directors’ responsibility for the summary consolidated financial statements
The directors are responsible for the preparation of the summary consolidated financial statements in accordance with the
requirements of the JSE’s Requirements for summary financial statements, as set out in “Basis of preparation and accounting policies” to
the summary consolidated financial statements, and the requirements of the Companies Act of South Africa as applicable to summary
financial statements.

Auditor’s responsibility
Our responsibility is to express an opinion on whether the summary consolidated financial statements are consistent, in all material
respects, with the audited consolidated financial statements based on our procedures, which were conducted in accordance with
International Standard on Auditing (ISA) 810 (Revised), Engagements to Report on Summary Financial Statements.

PricewaterhouseCoopers Inc.
Director: Brendan Deegan
Registered auditor

Cape Town
23 June 2017

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Basis of presentation and accounting policies
for the year ended 31 March 2017

The summarised consolidated financial results for the year ended 31 March 2017 are prepared in accordance with the JSE
Limited (JSE) Listings Requirements (the Listings Requirements) relevant to summarised financial statements and the provisions
of the Companies Act No 71 of 2008. The Listings Requirements require summary financial statements to be prepared in
accordance with the framework concepts, the measurement and recognition requirements of International Financial Reporting
Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, and Financial
Pronouncements as issued by the Financial Reporting Standards Council, and to also, as a minimum, contain the information
required by IAS 34 Interim Financial Reporting. The summarised consolidated financial results do not include all the disclosures
required for complete annual financial statements prepared in accordance with IFRS as issued by the International Accounting
Standards Board (IASB). The accounting policies applied in the preparation of the consolidated annual financial statements from
which the summarised consolidated financial results were derived, are consistent with those applied in the previous consolidated
annual financial statements.

The group has adopted all new and amended accounting pronouncements issued by the IASB that are effective for financial
years commencing 1 April 2016. None of the new or amended accounting pronouncements that are effective for the financial
year commencing 1 April 2016 had a material impact on the group.

The group’s reportable segments reflect the components of the group, which are regularly reviewed by the chief executive
officer and other senior executives who make strategic decisions. The group proportionately consolidates its share of the results
of its associates and joint ventures in its reportable segments.

Trading profit excludes amortisation of intangible assets (other than software), equity-settled share-based payment expenses
relating to transactions to be settled through the issuance of treasury shares, retention option expenses and other gains/losses,
but includes the finance cost on transponder leases.

Core headline earnings exclude once-off and non-operating items. We believe it is a useful measure of the group’s sustainable
operating performance. However, this is not a defined term under IFRS and may not be comparable with similarly titled
measures reported by other companies.

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Segmental review
for the year ended 31 March

Internet
– Ecommerce
– Tencent
– Mail.ru

Video entertainment
Media
Corporate services
Intersegmental

Economic interest
Less: Equity-accounted
investments
Consolidated

2017
US$’m

10 621
2 929
7 506
186

3 401
588
2
(50)

8 237
2 647
5 417
173

3 413
608
1
(35)

14 562

12 224

(8 464)

6 098

(6 294)

5 930

Revenue
31 March

EBITDA(1)
31 March

Trading profit
31 March

2016
US$’m

%
change

2017
US$’m

2016
US$’m

%
change

2017
US$’m

2016
US$’m

%
change

29
11
39
8

–
(3)
100
(43)

(34)

2 706
(682)
3 312
76

520
40
(14)
–

1 845
(648)
2 415
78

799
52
(12)
–

3 252

2 684

(3 180)

(2 261)

423

47
(5)
37
(3)

(35)
(23)
(17)

(41)

(83)

2 454
(731)
3 125
60

287
19
(14)
–

1 619
(693)
2 246
66

610
29
(12)
–

2 746

2 246

52
(5)
39
(9)

(53)
(34)
(17)

(2 960)

(2 067)

(214)

179

(43)

(220)

Note
(1) EBITDA refers to earnings before interest, taxation, depreciation and amortisation.

Reconciliation of trading (loss)/profit to operating loss
for the year ended 31 March

Trading (loss)/profit
Finance cost on transponder leases
Amortisation of other intangible assets
Other (losses)/gains – net
Retention option expense
Share-based incentives settled in treasury shares

Operating loss

Note
For a reconciliation of operating loss to profit before taxation, refer to the summarised consolidated income statement.

2017
US$’m

2016
US$’m

(214)
46
(99)
(57)
(1)
(35)

(360)

179
33
(68)
(292)
(2)
(27)

(177)

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Summarised consolidated income statement
for the year ended 31 March

Revenue
Cost of providing services and sale of goods
Selling, general and administration expenses
Other (losses)/gains – net
Operating loss
Interest received
Interest paid
Other finance (costs)/income – net
Share of equity-accounted results
Impairment of equity-accounted investments
Dilution (losses)/gains on equity-accounted investments
Gains on acquisitions and disposals
Profit before taxation
Taxation
Profit for the year

Attributable to:
Equity holders of the group
Non-controlling interest

Core headline earnings for the year (US$’m)
Core headline earnings per N ordinary share (US cents)
Fully diluted core headline earnings per N ordinary share (US cents)
Headline earnings for the year (US$’m)
Headline earnings per N ordinary share (US cents)
Fully diluted headline earnings per N ordinary share (US cents)
Earnings per N ordinary share (US cents)
Fully diluted earnings per N ordinary share (US cents)
Net number of shares issued (’000)
– At year-end
– Weighted average for the year
– Fully diluted weighted average

2017
US$’m

6 098
(3 574)
(2 827)
(57)

(360)
70
(278)
(259)
1 829
–
(119)
2 169

3 052
(244)

2 808

2 921
(113)

2 808

1 752
406
399
772
179
173
677
670

2016
US$’m

5 930
(3 392)
(2 423)
(292)

(177)
40
(292)
(100)
1 289
(55)
104
452

1 261
(260)

1 001

994
7

1 001

1 246
298
292
701
168
162
238
232

%
change

(>100)

142

181

41
36
37
10
7
7
185
189

431 540
431 207
432 684

431 085
417 575
419 208

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Summarised consolidated statement of comprehensive income
for the year ended 31 March

Profit for the year
Total other comprehensive income, net of tax, for the year(1)
Translation of foreign operations(2)
Net fair value (losses)/gains
Cash flow hedges
Share of other comprehensive income and reserves of equity-accounted investments
Tax on other comprehensive income

Total comprehensive income for the year

Attributable to:
Equity holders of the group
Non-controlling interest

2017
US$’m

2016
US$’m

2 808
1 545
326
(1)
(85)
1 293
12

4 353

4 492
(139)

4 353

1 001
374
(309)
11
42
633
(3)

1 375

1 406
(31)

1 375

Notes
(1) These components of other comprehensive income may subsequently be reclassified to profit or loss except for gains of US$292m (2016: US$387m) included in the “Share of other

comprehensive income and reserves of equity-accounted investments”.

(2) The movement on the foreign currency translation reserve for the year relates primarily to the effects of foreign exchange rate fluctuations related to the group’s net investments in

its foreign operations.

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Summarised consolidated statement of changes in equity
for the year ended 31 March

Balance at the beginning of the year
Changes in share capital and premium
Movement in treasury shares
Share capital and premium issued
Changes in reserves
Total comprehensive income for the year
Movement in share-based compensation reserve
Movement in existing control business combination reserve
Direct retained earnings and other movements
Dividends paid to Naspers shareholders
Changes in non-controlling interest
Total comprehensive income for the year
Dividends paid to non-controlling shareholders
Movement in non-controlling interest in reserves
Balance at the end of the year

Comprising:
Share capital and premium
Retained earnings
Share-based compensation reserve
Existing control business combination reserve
Hedging reserve
Valuation reserve
Foreign currency translation reserve
Non-controlling interest
Total

2017
US$’m

10 654

(77)
56

4 492
(376)
47
720
(158)

(139)
(116)
258

2016
US$’m

6 903

(68)
2 300

1 406
120
9
–
(161)

(31)
(125)
301

15 361

10 654

4 944
9 496
1 147
(137)
(30)
1 387
(1 849)
403

15 361

4 965
6 110
1 231
(184)
35
573
(2 476)
400

10 654

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Summarised consolidated statement of financial position
as at 31 March

ASSETS
Non-current assets

Property, plant and equipment
Goodwill
Other intangible assets
Investments in associates
Investments in joint ventures
Other investments and loans
Other receivables
Derivative financial instruments
Deferred taxation
Current assets

Inventory
Programme and film rights
Trade receivables
Other receivables and loans
Derivative financial instruments
Cash and cash equivalents

Assets classified as held for sale

Total assets

EQUITY AND LIABILITIES
Share capital and reserves

Share capital and premium
Other reserves
Retained earnings
Non-controlling shareholders’ interest
Total equity
Non-current liabilities

Capitalised finance leases
Liabilities – interest-bearing

– non-interest-bearing

Other non-current liabilities
Post-employment medical liability
Derivative financial instruments
Deferred taxation
Current liabilities

Current portion of long-term debt
Trade payables
Accrued expenses and other current liabilities
Derivative financial instruments
Bank overdrafts and call loans

Liabilities classified as held for sale

Total equity and liabilities

Net asset value per N ordinary share (US cents)

2017
US$’m

16 291
1 638
2 442
1 104
10 784
79
82
32
2
128
5 639
154
193
420
456
6
4 007
5 236
403

21 930

14 958
4 944
518
9 496
403
15 361
3 641
1 142
2 198
9
–
14
13
265
2 928
915
487
1 333
119
4
2 858
70

21 930
3 466

2016
US$’m

13 486
1 443
2 818
1 190
7 625
218
57
20
–
115
3 237
194
160
393
491
59
1 714
3 011
226

16 723

10 254
4 965
(821)
6 110
400
10 654
4 023
771
2 922
8
3
13
20
286
2 046
227
437
1 253
31
1
1 949
97

16 723
2 379

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017
Review of our performance

against our six types of capital (continued)
Summarised consolidated statement of cash flows
for the year ended 31 March

Cash flows from operating activities
Cash generated from operating activities
Interest income received
Dividends received from investments and equity-accounted companies
Interest costs paid
Taxation paid
Net cash (utilised in)/generated from operating activities

Cash flows from investing activities
Acquisitions and disposals of tangible and intangible assets
Acquisitions of subsidiaries, associates and joint ventures
Disposals of subsidiaries, associates and joint ventures
Cash movement in other investments and loans
Net cash generated from/(utilised in) investing activities

Cash flows from financing activities
Proceeds from issue of share capital
Proceeds from long- and short-term loans raised
Repayments of long- and short-term loans
Outflow from share-based compensation transactions
Dividends paid by the holding company and its subsidiaries
Other movements resulting from financing activities
Net cash (utilised in)/generated from financing activities

Net movement in cash and cash equivalents
Foreign exchange translation adjustments on cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents classified as held for sale
Cash and cash equivalents at the end of the year

2017
US$’m

2016
US$’m

294
63
193
(257)
(333)

(40)

(173)
(397)
3 383
1

2 814

–
584
(602)
(36)
(281)
(76)

(411)

2 363
(50)
1 713
(23)

4 003

454
46
146
(246)
(322)

(228)
(1 426)
289
(19)

(1 384)

2 470
2 000
(2 270)
(13)
(254)
(41)

1 892

586
(73)
1 200
–

1 713

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Headline and core headline earnings

Net profit attributable to shareholders
Adjusted for:
– insurance proceeds
– impairment of property, plant and equipment and other assets
– impairment of goodwill and other intangible assets
– loss on sale of assets
– loss on remeasurement of disposal groups classified as held for sale to

fair value less costs of disposal

– gains on acquisitions and disposals of investments
– remeasurement of previously held interest
– dilution losses/(gains) on equity-accounted investments
– remeasurements included in equity-accounted earnings
– impairment of equity-accounted investments

Total tax effects of adjustments
Total adjustment for non-controlling interest
Headline earnings

Adjusted for:
– equity-settled share-based payment expenses
– recognition of deferred tax assets
– amortisation of other intangible assets
– fair-value adjustments and currency translation differences
– retention option expense
– business combination related losses
Core headline earnings

31 March

2017
US$’m

2 921

–
26
28
1

2
(2 219)
–
119
(102)
–

776
(17)
13

772

296
–
467
172
1
44

2016
US$’m

994

(1)
43
155
3

88
(110)
(348)
(104)
(125)
55

650
54
(3)

701

218
(1)
230
90
2
6

1 752

1 246

The diluted earnings, headline earnings and core headline earnings per share figures presented on the face of the income statement
include a decrease of US$24m (2016: US$20m) relating to the future dilutive impact of potential ordinary shares issued by equity-
accounted investees.

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Supplementary information

INTEREST (PAID)/RECEIVED

Interest received
– loans and bank accounts
– other
Interest paid

– loans and overdrafts
– transponder leases
– other
Other finance (cost)/income – net

– net foreign exchange differences and fair-value adjustments on derivatives
– preference dividends received

31 March

2017
US$’m

2016
US$’m

70
56
14
(278)
(198)
(46)
(34)
(259)
(259)
–

40
37
3
(292)
(207)
(33)
(52)
(100)
(102)
2

EQUITY-ACCOUNTED RESULTS
The group’s equity-accounted investments contributed to the summarised consolidated financial results as follows:

Share of equity-accounted results
– sale of assets
– disposal of investments
– impairment of investments
Contribution to headline earnings
– amortisation of other intangible assets
– equity-settled share-based payment expenses
– fair-value adjustments and currency translation differences
Contribution to core headline earnings
Tencent
Mail.ru
Other

31 March

2017
US$’m

2016
US$’m

1 829
3
(381)
268

1 719
404
268
–

2 391
2 535
52
(196)

1 289
–
(251)
180

1 218
174
191
6

1 589
1 797
45
(253)

The group applies an appropriate lag period in reporting the results of equity-accounted investments where the year-ends of
investees are not coterminous with that of Naspers Limited.

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Supplementary information (continued)

PROFIT BEFORE TAXATION
In addition to the items already detailed, profit before taxation has been determined after taking into account, inter alia, the following:

Depreciation of property, plant and equipment
Amortisation
– other intangible assets
– software
Net realisable value adjustments on inventory, net of reversals(1)

Other (losses)/gains – net
– loss on sale of assets
– impairment of goodwill and other intangible assets
– impairment of property, plant and equipment and other assets
– remeasurement of disposal groups classified as held for sale to fair value less costs of disposal
– dividends received on investments
– insurance proceeds
– fair-value adjustments on financial instruments
Gains on acquisitions and disposals
– profit on sale of investments
– gains recognised on loss of control transactions
– remeasurement of contingent consideration
– acquisition-related costs
– remeasurement of previously held interest

Note
(1) Net realisable value writedowns relate primarily to set-top box subsidies in the video-entertainment segment.

31 March

2017
US$’m

2016
US$’m

214
128
99
29
51

(57)
(1)
(30)
(26)
(2)
1
–
1
2 169
1 990
228
1
(50)
–

186
94
67
27
78

(292)
(3)
(155)
(43)
(88)
–
1
(4)
452
110
–
2
(8)
348

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Supplementary information (continued)

GOODWILL
Goodwill is subject to an annual impairment assessment. Movements in the group’s goodwill for the year are detailed below:

Goodwill
– cost
– accumulated impairment
Opening balance
– foreign currency translation effects
– acquisitions of subsidiaries and businesses
– disposals of subsidiaries and businesses
– transferred to assets classified as held for sale
– impairment
– remeasurement to fair value less costs of disposal
Closing balance

– cost
– accumulated impairment

INVESTMENTS AND LOANS
The following relates to the group’s investments and loans as at the end of the reporting period:

Investments and loans
– listed investments
– unlisted investments and loans

31 March

2017
US$’m

2016
US$’m

3 175
(357)

2 818
210
244
(786)
(37)
(5)
(2)

2 442

2 790
(348)

2 170
(279)

1 891
(26)
1 260
(7)
(155)
(145)
–

2 818

3 175
(357)

31 March

2017
US$’m

10 945
10 127
818

2016
US$’m

7 900
6 977
923

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Supplementary information (continued)

COMMITMENTS AND CONTINGENT LIABILITIES
Commitments relate to amounts for which the group has contracted, but that have not yet been recognised as obligations in the
statement of financial position.

Commitments
– capital expenditure
– programme and film rights
– network and other service commitments
– transponder leases
– operating lease commitments
– set-top box commitments

31 March

2017
US$’m

2 464
13
2 015
158
–
163
115

2016
US$’m

3 254
16
2 245
176
573
207
37

The group operates a number of businesses in jurisdictions where taxes are payable on certain transactions or payments. The group
continues to seek relevant advice and works with its advisers to identify and quantify such tax exposures. Our current assessment
of possible withholding and other tax exposures, including interest and potential penalties, amounts to approximately US$256.7m
(2016: US$216.8m). No provision has been made as at 31 March 2017 and 2016 for these possible exposures.

Disposal groups classified as held for sale
Following the announcement of the unbundling of the majority of the group’s interest in its subsidiary Novus Holdings Limited (Novus),
operating in the print industry in South Africa, the group classified the assets and liabilities of Novus as held for sale at 31 March 2017.
The unbundling is subject to finalisation in accordance with regulatory requirements. Novus forms part of the media segment.

In March 2017 the group signed an agreement to dispose of its joint venture Souq Group Limited (Souq) and accordingly classified the
investment as held for sale. Souq forms part of the ecommerce segment. Refer to page 60 (subsequent events) regarding the conclusion
of the group’s disposal of Souq after year-end.

The assets and liabilities of various other smaller units were also classified as held for sale during the year. The disposal of these units
is subject to regulatory and other approvals.

The group concluded the disposals of its subsidiaries, Heureka and Netretail, following regulatory approval during May and July 2016
respectively. These businesses were classified as held for sale as at 31 March 2016. The group also concluded the disposal of its subsidiary
INET BFA in November 2016. This business was classified as held for sale as at 30 September 2016. Refer to page 57 (business
combinations, other acquisitions and disposals) for further details.

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Supplementary information (continued)

The carrying values of the assets and liabilities of all disposal groups classified as held for sale as at 31 March 2017 are detailed
below:

Assets
Property, plant and equipment
Goodwill and other intangible assets
Investment in joint venture
Deferred taxation assets
Inventory
Trade and other receivables
Cash and cash equivalents
Liabilities
Deferred taxation liabilities
Long-term liabilities
Bank overdrafts
Trade payables
Accrued expenses and other current liabilities

31 March

2017
US$’m

2016
US$’m

403
176
35
102
7
26
34
23
70
19
6
–
18
27

226
28
124
4
1
38
19
12
97
9
2
12
39
35

The group recognised a loss of US$1.6m (2016: US$87.7m) as part of “Other (losses)/gains – net” in the income statement on
remeasuring the net assets of businesses classified as held for sale to their fair value less costs of disposal during the year. The fair
value of the businesses was determined based on third-party sales prices. This represents a level 3 fair-value measurement.

Business combinations, other acquisitions and disposals
In November 2016 the group acquired a 100% interest in Citrus Pay, a leading Indian payments technology player, to expand the
payments business’s Indian footprint. Citrus Pay forms part of the Indian operations of PayU, the group’s global online payment
service provider. The transaction was accounted for as a business combination. The total purchase consideration amounted to
US$112m. In addition, an employment-linked prepayment of US$18m was recognised as a transaction separate from the
business combination. This amount will be expensed in the income statement over the service period. The purchase price
allocation: net debt US$1m; net working capital US$2m; intangible assets US$15m; deferred tax liability of US$5m; and the
balance of US$105m to goodwill. The main classes of intangible assets recognised in the business combination were trademarks,
customer bases and technology.

As part of its strategy to consolidate the growing US online classifieds market, the US operations of Wallapop S.L. (Wallapop)
were absorbed into the group’s letgo business during July 2016. As consideration for the contribution of Wallapop’s business
and cash of US$45m, Wallapop was issued with a 45% interest in a newly formed entity in the US, with the group holding the
remaining 55% interest. The transaction was accounted for as a business combination. The total deemed purchase consideration
amounted to US$126m, representing the fair value of the equity interest issued to Wallapop. Given the early-stage nature of the
business model, the transaction gave rise to the recognition of goodwill of US$126m. A non-controlling interest of US$45m was
recognised following the business combination.

The main factor contributing to the goodwill recognised in these acquisitions is the acquiree’s market presence. The goodwill that
arose is not expected to be deductible for income tax purposes. Total acquisition-related costs of US$2m were recorded in
“Gains on acquisitions and disposals” in the income statement regarding the above acquisitions.

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Supplementary information (continued)

Since the acquisition dates of the above transactions, revenue of US$8m and net losses of US$182m have been included in the income
statement relating to the acquired businesses. Had the revenue and net results of the acquired businesses been included from
1 April 2016, group revenue and net profit would have amounted to US$6.11bn and US$2.80bn respectively.

The following relates to the group’s investments in its equity-accounted investees:
• The group made its first investment targeting the education technology market by investing US$13m (23.6% fully diluted interest)
in Brainly (May 2016), a social learning network. The group also invested US$70m (10.6% fully diluted interest) in Udemy (June and
October 2016), an online education marketplace with over 7m students enrolled, and US$22m (19.2% fully diluted interest) in
Codecademy (June 2016), a leading global platform focused on online coding education. The group accounts for these interests
as investments in associates.

• In January 2017 the group merged its Indian online travel business, ibibo, with Nasdaq-listed MakeMyTrip Limited, in exchange for
a 40% fully diluted interest in MakeMyTrip Limited. A gain on disposal of US$228m was recognised in “Gains on acquisitions and
disposals” in the income statement following the transaction. The group accounts for its interest as an investment in an associate.

The following relates to significant disposals by the group during the reporting period:
• In May 2016 the group disposed of its Czech online comparison-shopping platform Heureka for a cash consideration of US$67m,
following the receipt of regulatory approval. A gain on disposal of US$61m was recognised in “Gains on acquisitions and disposals”
in the income statement following the transaction.

• During July 2016 the group disposed of its Czech online retail and ecommerce platform Netretail for a cash consideration of

US$102m. A loss on disposal of US$28m has been recognised in “Gains on acquisitions and disposals” in the income statement.
• During January 2017, following the receipt of regulatory approval, the group concluded the disposal of Allegro.pl and Ceneo.pl,
the leading online marketplace and price comparison businesses in Poland for net proceeds of US$3.21bn. A gain on disposal of
US$1.94bn was recognised in “Gains on acquisitions and disposals” in the income statement following the transaction.

Investments acquired and funding rounds participated in were funded through the utilisation of existing credit facilities and proceeds
received from disposals during the reporting period.

Financial instruments
The fair values of the group’s financial instruments that are measured at fair value at each reporting period are categorised as follows:

Fair-value measurements at 31 March 2017 using:

Quoted prices
in active
markets for
identical
assets
or liabilities
(level 1)
US$’m

11
–
–

–
–
–
–

Significant
other
observable
inputs
(level 2)
US$’m

2
2
–

106
–
–
8

Significant
unobservable
inputs
(level 3)
US$’m

–
–
6

–
18
24
–

Assets
Available-for-sale investments
Forward exchange contracts
Currency devaluation features
Liabilities
Forward exchange contracts
Shareholders’ liabilities
Earn-out obligations
Interest rate swaps

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Supplementary information (continued)

Fair-value measurements at 31 March 2016 using:

Quoted prices in
active markets for
identical assets
or liabilities
(level 1)
US$’m

Significant other
observable
inputs
(level 2)
US$’m

Significant
unobservable
inputs
(level 3)
US$’m

12
–
–

–
–
–
–

–
48
–

17
–
–
21

–
–
11

–
13
22
–

There have been no transfers between levels 1 or 2 during the reporting period, nor were there any significant changes to the
valuation techniques and inputs used in measuring fair value.

The fair values of the capitalised finance leases have been determined through discounted cash flow analysis. The fair values
of the publicly traded bonds have been determined with reference to the listed prices of the instruments as at the end of the
reporting period.

Currency devaluation features relate to clauses in content-acquisition agreements that provide the group with protection against
significant currency devaluations. The fair value of currency devaluation features is measured through the use of discounted cash
flow techniques.

The fair value of shareholders’ liabilities is determined using a discounted cash flow model. Business-specific adjusted discount
rates are applied to estimated future cash flows.

For earn-out obligations, current forecasts of the extent to which management believes performance criteria will be met,
discount rates reflecting the time value of money and contractually specified earnout payments are used. Changes in these
assumptions could affect the reported fair value of these financial instruments. The fair value of level 2 financial instruments is
determined with the use of exchange rates quoted in active markets and interest rate extracts from observable yield curves.

Financial instruments for which fair value is disclosed:

31 March 2017

Financial liabilities
Capitalised finance leases(1)
Publicly traded bonds

31 March 2016

Financial liabilities
Capitalised finance leases
Publicly traded bonds

Note
(1) Includes financial liabilities classified as held for sale.

Fair
value
US$’m

1 199
3 041

Fair
value
US$’m

865
3 029

Carrying
value
US$’m

1 211
2 900

Carrying
value
US$’m

836
2 900

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Supplementary information (continued)

Related party transactions and balances
The group entered into various related party transactions in the ordinary course of business. There have been no significant changes
in related party transactions and balances since the previous reporting period.

Events after the reporting period
In April 2017 the group signed an agreement to acquire a controlling stake in its associate Takealot Online (RF) Proprietary Limited
(Takealot) for approximately R960m (US$73m). Following the investment, the group will consolidate Takealot as a subsidiary and will
hold a fully diluted interest of 53.6%. The transaction is subject to regulatory approval.

The group invested US$71m for an additional interest in its associate Flipkart Limited (Flipkart) in April 2017. The additional interest was
acquired from existing shareholders of Flipkart. Following the investment, the group holds a 16.0% interest in Flipkart on a fully diluted
basis.

The group invested an additional US$132m in its associate MakeMyTrip Limited (MakeMyTrip) during May 2017, as part of an equity
funding round. Following the investment, the group holds a 40% interest in MakeMyTrip on a fully diluted basis.

In May 2017 the group invested €387m (approximately US$434m) for a 10% fully diluted interest in Delivery Hero Holding GmbH,
an online food ordering and delivery marketplace business operating in over 40 countries globally.

During May 2017 the group committed to an investment of €110m (approximately US$120m) in Kreditech Holding SSL GmbH
(Kreditech), a provider of consumer lending and financial services. The investment is a combination of subscriptions for new shares and
purchases of shares from existing shareholders in an aggregate amount of €90m and convertible loans of €20m to be advanced in
future. The investment is part of the group’s credit services strategy, which will continue to establish it as a leading fintech provider in
high-growth markets. Following the completion of the investment (excluding convertible loans), the group will hold a 37.6% interest
in Kreditech.

The group concluded the disposal of its investment in Souq Group Limited in May 2017. The proceeds on the disposal amounted to
US$173m.

In June 2017 the group invested INR3.9bn (approximately US$60m) in Bundl Private Limited (Swiggy), the operator of a first-party
food-delivery marketplace in India. Following the investment, the group holds a 14.8% interest in Swiggy on a fully diluted basis.

Pro forma financial information
The group has presented certain revenue and trading profit metrics in local currency, excluding the effects of changes in the composition
of the group (the pro forma financial information) in the following tables. The pro forma financial information is the responsibility of the
board of directors (the board) of Naspers Limited and is presented for illustrative purposes. Information presented on a pro forma basis
has been extracted from the group’s management accounts, the quality of which the board is satisfied with.

Shareholders are advised that, due to the nature of the pro forma financial information and the fact that it has been extracted from the
group’s management accounts, it may not fairly present the group’s financial position, changes in equity, results of operations or cash
flows.

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Supplementary information (continued)

Pro forma financial information (continued)
The pro forma financial information has been prepared to illustrate the impact of changes in foreign exchange rates and changes
in the composition of the group on its results for the period ended 31 March 2017. The following methodology was applied in
calculating the pro forma financial information:
• Foreign exchange/constant currency adjustments have been calculated by adjusting the current period’s results to the prior
period’s average foreign exchange rates, determined as the average of the monthly exchange rates for that period. The local
currency financial information quoted, is calculated as the constant currency results, arrived at using the methodology outlined
above, compared to the prior period’s actual IFRS results. The relevant average exchange rates (relative to the US dollar) used
for the group’s most significant functional currencies, were South African rand (2017: 0.0713; 2016: 0.0721); Polish zloty (2017:
0.2516; 2016: 0.2604); Russian rouble (2017: 0.0159; 2016: 0.0156); Chinese yuan renminbi (2017: 0.1483; 2016: 0.1572); Indian
rupee (2017: 0.0149; 2016: 0.0152); Brazilian real (2017: 0.3061; 2016: 0.2753); and Nigerian naira (2017: 0.0035; 2016: 0.0050).

• Adjustments made for changes in the composition of the group relate to acquisitions and disposals of subsidiaries and

equity-accounted investments, as well as to changes in the group’s shareholding in its equity-accounted investments. The
following significant changes in the composition of the group during the respective reporting periods have been adjusted
for in arriving at the pro forma financial information:

Transaction

Basis of
accounting

Reportable
segment

Acquisition/
Disposal

Dilution of the group’s interest in Tencent

Associate

Dilution of the group’s interest in Mail.ru and disposal by Mail.ru of Headhunter Associate

Internet

Disposal

Dilution of the group’s interest in Souq

Acquisition of the group’s interest in letgo

Acquisition of the group’s interest in Avito

Acquisition of the group’s interest in Citrus Pay

Disposal of ibibo to MakeMyTrip

Disposal of Allegro and Ceneo

Disposal of Netretail

Disposal of Heureka

Disposal of Korbitec

Joint venture

Ecommerce Disposal

Subsidiary

Ecommerce Acquisition

Subsidiary

Ecommerce Acquisition

Subsidiary

Ecommerce Acquisition

Subsidiary

Ecommerce Disposal

Subsidiary

Ecommerce Disposal

Subsidiary

Ecommerce Disposal

Subsidiary

Ecommerce Disposal

Subsidiary

Ecommerce Disposal

The net adjustment made for all acquisitions and disposals that took place during the year ended 31 March 2017 amounted to
a negative adjustment of US$309m on revenue and a negative adjustment of US$45m on trading profit.

An assurance report issued in respect of the pro forma financial information, by the group’s external auditor, is available at the
registered office of the company.

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Supplementary information (continued)

Pro forma financial information (continued)
The adjustments to the amounts, reported in terms of IFRS, that have been made in arriving at the pro forma financial information are
presented in the table below:

Year ended 31 March

2016
A

2017
B

2017
C

2017
D

2017
E

2017

F(2)

2017

G(3)

2017

H(4)

Revenue(1)
Internet
– Ecommerce
– Tencent
– Mail.ru
Video entertainment
Media
Corporate services
Intersegmental
Economic interest

Trading profit(1)
Internet
– Ecommerce
– Tencent
– Mail.ru
Video entertainment
Media
Corporate services
Economic interest

Other metrics reported(1)
Development spend(5)
– economic interest
– consolidated
Consolidated revenue
Consolidated ecommerce
revenue
Classifieds revenue
Avito revenue
Payments revenue

IFRS
US$’m

8 237
2 647
5 417
173
3 413
608
1
(35)

12 224

1 619
(693)
2 246
66
610
29
(12)

2 246

961
708
5 930

1 966
217
54
140

Group
composition
disposal
adjustment
US$’m

Group
composition
acquisition
adjustment
US$’m

Foreign
currency
adjustment
US$’m

Local
currency
growth
US$’m

(457)
(418)
(28)
(11)
(2)
(7)
–
–

(466)

(2)
16
(12)
(6)
–
–
–

(2)

–
–
(395)

(389)
(19)
–
–

157
151
–
6
–
–
–
–

157

(43)
(42)
–
(1)
–
–
–

(43)

51
54
138

138
114
114
8

(502)
(51)
(454)
3
(245)
(8)
–
(1)

(756)

(167)
22
(189)
–
(125)
–
1

(291)

(1)
8
(295)

(41)
(13)
7
(7)

3 186
600
2 571
15
235
(5)
1
(14)

3 403

1 047
(34)
1 080
1
(198)
(10)
(3)

836

73
91
720

499
127
29
45

Local
currency
growth
% change

IFRS
% change

41
27
48
9
7
(1)
100

65
(5)
48
2
(32)
(34)
(25)

8
13
13

32
64
54
32

29
11
39
8
–
(3)
100

52
(5)
39
(9)
(53)
(34)
(17)

13
22
3

11
96
278
33

IFRS
US$’m

10 621
2 929
7 506
186
3 401
588
2
(50)

14 562

2 454
(731)
3 125
60
287
19
(14)

2 746

1 084
861
6 098

2 173
426
204
186

Core headline earnings, calculated in local currency terms, amounted to US$2.01bn.

Notes
(1) All figures are presented on an economic-interest basis unless otherwise indicated.
(2) A + B + C + D + E.
(3) [E/(A+B)] x 100.
(4) [(F/A) – 1] x 100.
(5) Development spend is not an IFRS measure and accordingly does not have a corresponding IFRS equivalent and therefore has been excluded from the assurance report issued

by the group’s external auditor.

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)

Products and services

Operational
review

Naspers has made a
business decision not to
disclose key performance
indicators as this is
considered competitively
sensitive information.
We aim to provide
stakeholders with
information that is critical
to understanding the
sustainability of Naspers’s
performance, without
compromising the
interests of the group.

Internet
Our platforms offer customers fast, intuitive and
secure environments to communicate, entertain
and shop. Our ecommerce services span general
and vertical classifieds, B2C, specialised online
services such as travel and food delivery, and
payments platforms. Naspers Ventures invests
in disruptive platforms – those harnessing
innovation and technology to set new
benchmarks in their sectors.

Results in our internet segment reflect continued good growth by Tencent
and ecommerce, with revenues of US$10.6bn, up 29% (41%) year on year.
Trading profit was 52% (65%) higher at US$2.5bn.

Most importantly, we now have one of the largest mobile audiences in
the world. Internet revenues account for 73% of total revenues on an
economic-interest basis, up from 67% a year ago.

Revenue* (US$’m)
IFRS: 29%
LC: 41%

Trading profit* (US$’m)
IFRS: +52%
LC: +65%

10 621

2 454

8 237

1 619

Notes
* Including associates and joint ventures on a proportionate basis.
LC = local currency.

2017

2016

2017

2016

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)

Ecommerce
Consumer-to-consumer
Classifieds

Classifieds: largest online global platform by footprint

Global footprint

40
Countries(3)

25
Offices

Mobile leadership

#1 app
22 COUNTRIES(1)

+4.4
APP RATING

Scale(2)

+330m
Monthly
active users

+60m
Monthly
net new listings

(1) Google play store; shopping/lifestyle categories.
(2) Numbers reflect proportionate pickup of equity-accounted investments.
(3) Countries with lower than 1 000 daily unique listers (seven total)

excluded from ‘active country’ list.

Operating as OLX group, we are building
a sustainable classifieds business as the
world leader in facilitating consumer-to-
consumer (C2C) trade. With operations
in 48 countries, our teams are entrenching
winning positions in attractive markets by
facilitating C2C trade through product
innovation and global scalability. OLX
group has leading market positions in
35 countries with notable gains in
the US and Turkey, while growing in key
markets like India, Indonesia, Colombia,
Egypt, Argentina and others across Latin
America, the Middle East, Europe, Africa
and Asia. In the Google Play Store, OLX
group apps regularly rank number 1 in
the shopping/lifestyle category in over
20 countries.

OLX group continues to improve
monetisation in markets where it has
earned leadership – particularly Russia,
Poland, UAE, Portugal, Romania and
Ukraine. In these markets, it creates and
captures value primarily from business
sellers who pay to promote their
inventory and enhance their sales.

OLX group continues to invest in world-
class product and technology platforms,
particularly mobile trading apps for local
C2C trade (letgo, OLX and Avito) while
building professional selling tools and
platforms to scale its vertical businesses,
such as cars and real estate.

OLX group’s combined audience
continues to grow, with over 70m users
of its mobile apps every month. With
some 60m items listed each month, if its
community of monthly sellers was a city, it
would be as big as Chennai, Rio de Janeiro
and Nairobi combined – over 18m in
total.

Business-to-consumer
Etail (electronic retail)
eMAG
eMAG operates a structured B2C
ecommerce platform (for first – own
products – and third parties, 1p and 3p
respectively) in Romania, Hungary, Bulgaria
and Poland under the eMAG brand, as
well as a leading fashion shopping
destination in Romania, Hungary and
Bulgaria under the Fashion Days brand.

eMAG delivered good results, with
accelerating growth rates and rising shares
in its key markets Romania, Bulgaria and
Hungary.

It is building an efficient technology-led
ecommerce platform, supported by
a network of showrooms that carry a
limited range of products. eMAG operates
a 1p business with a growing private-label
component that is already operating at
scale in Romania, providing strong margins
and improved working capital days. This
is coupled with a highly structured 3p
marketplace business supporting
merchants that provide the same level
of service.

eMAG Romania accounted for the largest
portion of revenue in the etail segment,
approaching breakeven for the review
period. Its international businesses are still
in the investment stage and performing to
plan. Fashion Days, now integrated into
eMAG operations, manages both the
fashion category on eMAG as well as a
dedicated offering under the eMAG
umbrella.

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)

Takealot is a leader in local online retail,
gaining market share in the past year by
offering relevant selections at good
prices, backed by superior service levels
(fast and reliable delivery). Its focus is
on expanding the 1p business and the
3p marketplace to further improve
selection, prices and profitability while
driving overall margins and efficiencies
in the business. At the same time,
Mr D Food, relaunched with a
mobile-app focus, is tapping into the
growing market of online food
deliveries and ensuring necessary
volumes for the Mr D Courier network
in addition to ecommerce.

Travel
MakeMyTrip
MakeMyTrip is India’s leading online
travel agent, with mobile apps for air,
hotel and bus bookings in a massive
market with significant potential.

In January 2017 Naspers merged ibibo
and redBus with MakeMyTrip, ibibo’s
main competitor. This gives Naspers a
40% stake in MakeMyTrip, a Nasdaq-
traded company, and creates India’s
leading online travel agent.

Takealot
Takealot.com is a general online retail
and marketplace platform, focused on
the South African consumer via mobile
and desktop devices. In addition, it
operates Superbalist (online footwear
and apparel retail), Mr D Courier
(online point-to-point delivery) and
Mr D Food (food marketplace where
restaurants list and consumers purchase
food for delivery).

The South African B2C market is in the
early stages, but its potential is reflected
in internet penetration of only 53% and
online retail penetration of under 1%.

Flipkart
Flipkart operates a structured 1p/3p
B2C ecommerce platform in India,
which includes a dedicated fashion
business (Myntra and Jabong), a logistics
business (eKart) and a payments
business (PhonePe).
• Flipkart and Myntra offer consumers
a broad selection of quality products
at affordable prices across all major
product categories from mobile
phones to large appliances and
apparel.

• PhonePe and eKart are strategic
enablers in the ecommerce value
chain, supporting core consumer
retail business targets by serving
Flipkart and non-Flipkart consumers
alike.

India is a large, long-term opportunity
– the online retail market is expected
to grow fivefold to US$50bn by 2020
from US$10bn in 2016. The competitive
landscape has intensified in the past
year, with Amazon gaining market share.
Flipkart has however maintained its
leadership, and recent market-share
trends are positive. This was mostly due
to strategic and operational changes
to improve customer experience,
profitability, rebalance product strategy
(mobile and desktop) and refine its
commercial strategy. Myntra continues
to grow, improving profitability and
becoming the number one platform
in its sector after acquiring Jabong, its
closest competitor.

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)

After the merger, the focus is on growing
the online travel market by building
the largest online travel agent in India.
At present, air travel is the most
established online category at 50%
penetration. Hotel reservations still reflect
low online penetration but, due to
attractive margins and two-sided network
effects, will account for the bulk of future
market growth. All travel segments
are accessible via three platforms –
MakeMyTrip, goibibo and redBus – with
the majority of traffic and transactions
being conducted via their respective
mobile apps.

The development and investment focus
in the near future will be on the hotels

segment, particularly increasing hotel
coverage throughout India and
internationally, while driving customer
acquisition and retention through superior
service and technological innovation.

Naspers Ventures
Naspers Ventures partners with
entrepreneurs to build leading technology
companies in high-growth markets.
We identify companies and founders with
high potential and the ambition to scale
globally. The goal of this unit is to source
the next phase of growth for Naspers –
identifying trends, technologies, segments
and geographies in which to invest – that
will generate significant growth over
coming decades.

Naspers Ventures evaluates consumer
trends to truly understand engagement,
using this information to identify
investment opportunities. Specific
segments meeting our investment criteria
include education technology, health
technology and agricultural technology, or
edutech, healthtech and agritech. Naspers
Ventures has already invested in innovative
companies with high-potential platforms.
Some of these identified segments are:
• Codecademy: teaching over 1m

students per month how to code. With
more than 56% of registered users
learning code to find a new job,
Codecademy is helping people in
countries around the globe to upskill
and find better career opportunities.
• Brainly: serving over 80m students in

35 countries, it enables students to help
other students with school subjects
including mathematics, history, literature,
coding, science and more.

• Udemy: a global education marketplace

that serves over 12m students in
190 countries. With 20 000 instructors
teaching more than 40 000 courses,
users can literally learn anything
on Udemy.

• FarmLogs: data science for row-crop

farmers to make smarter, more efficient
crop-production decisions. Over 30% of
US farms use FarmLogs on more than
25m hectares of farmland, maximising
profits through more informed
management decisions.

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)

Movile
Movile develops world-class mobile
marketplaces and is a leader in B2C
mobile app-based services across Latin
America, including:
• iFood – an online food-delivery
market leader in Latin America,
fulfilling over 3m orders per month.

• Sympla – the leading self-service
ticketing platform in Brazil and a
one-stop-shop for entertainment
and events in Latin America.

• PlayKids – a children’s education and
entertainment platform packed with
age-appropriate videos, ebooks,
nursery rhymes, games and lullabies
specifically for children aged five and
under.

PayU
PayU operates in 16 countries, including
five of the top 10 largest and fastest-
growing payments and ecommerce
markets. The payments industry is
characterised by:
• Secular shift to ecommerce: by 2020,
global payments industry revenue is
expected to be US$1.5 trillion, while
cross-border transaction growth is
expected to be three times faster
than domestic transactions.
• Regulatory drive for cashless

payments: for example,
demonetisation in India.

PayU’s total payment volumes
exceeded US$16bn in the review
period, up 36%. Revenue from the
global merchant segment doubled and
PayU expanded into credit, launching
consumer credit products in key
markets.

Listed investments
Tencent
Tencent continues to perform well
in a highly competitive and dynamic
environment. Through expanded
services and the excellent management
of Pony Ma, Martin Lau and their teams,
it remains the largest platform operator
in China.

• Currently some 2m transactions daily
• >300 000 merchants, including large global companies
• Operations across 17 markets
• Global reach, but deep local presence

Revenues for the year were
RMB151.9bn, up 48%. Non-GAAP
profit attributable to shareholders
(Tencent’s measure of normalised
performance) grew by 40% to
RMB45.4bn. Online value-added
services revenue rose 34% to
RMB107.8bn and advertising revenue
was up 54% to RMB27.0bn.

China’s internet population grew 6%
to 731m by the end of 2016, while the
mobile internet population grew at
twice that pace to 695m users. With
a slowing trend in overall user growth
rates, Chinese internet companies have
focused on improving user retention
and developing innovative user
experiences and monetisation
opportunities by expanding into
new fields.

social and communication segment,
Weixin increased its super-app status,
with monthly average users reaching
938m by 31 March 2017, while
QQ remained the preferred social
networking platform for young people.
In games, Tencent expanded its
smartphone games portfolio,
particularly in high-user offerings such
as board games and player-vs-player
games, and high-revenue products such
as role-playing games. In online media,
Tencent strengthened its position in
online video, news, music and literature.
Its leadership in social and news
products supported strong growth in
advertising revenue with performance
ad revenue up over 80% year on year,
mainly driven by native advertisements
on Weixin Moments and Official
Accounts.

Tencent continued to execute its
connection strategy by strengthening its
social platforms and leveraging its social
traffic to grow its key businesses. In the

Tencent recorded substantial growth
in video-platform subscriptions through
aggressive content acquisition and a
greater upstream presence via further

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)

Mail.ru
The Mail.ru Group (Mail) is the foremost
online property in Russia. Its leading
platforms, including Vkontakte (VK), cover
gaming, social networking, email, portal,
search, instant messaging and ecommerce.

In 2016, Russian advertising spend
continued to shift to digital, especially
on mobile. Consequently, Mail is focusing
on growing mobile advertising and rolling
out new ad technology. Despite a sluggish
Russian economy, ad revenue growth
was strong at 26% year on year to
RUB18 442m. Mail’s massive multiplayer
online (MMO) games revenue grew 21%
to RUB11 390m, driven by Warface, its
largest game. In October 2016, Mail
acquired Pixonic, with its key game War
Robots recording strong growth in users
– more than doubling since the acquisition.

Mail’s revenue for the year to
December 2016 was RUB42.8bn, up
15%, while group aggregate segment
EBITDA (Mail’s measure of normalised
performance) was 1% lower at
RUB17.9bn, mainly due to a non-recurring
value-added tax charge.

VK, the most popular mobile messaging
and social networking app in Russia,
continued to perform well, increasing
engagement and audience. Total monthly
active users reached 97m by March 2017,
of which over 80m were mobile users.

Mail also acquired 100% of Delivery Club,
the leading online food-delivery company
in Russia.

Mail’s depository receipts are listed on
the London Stock Exchange. Further
information is available at
www.corp.mail.ru.

investments in film/TV series studios and
its own production projects. It also
consolidated the online music industry in
China by merging QQ Music and China
Music Corporation to enable users to
discover more music, artists to reach
more fans, and the music industry to
create new products and business models.

Tencent’s user activity in the payments
segment continues to grow strongly.
Weixin Pay is benefiting from integration
with partners such as ecommerce site
JD and taxi-booking app Didi. Ecosystem
infrastructure such as cloud-based
services also saw significant progress
in adoption and use.

During the year Tencent continued to
invest in strategic areas, including a
substantial investment in Supercell, a
leading global mobile games company.
This transaction strengthened Tencent’s
leadership in the games industry, and
expanded its revenue and growth
potential outside China in select
international markets.

Tencent is listed on the Hong Kong Stock
Exchange and extensive further
information is available on its website,
www.tencent.com.

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Video entertainment

We are building the leading video-entertainment business on the African
continent, offering our customers entertainment anywhere, anytime across
platforms, including digital terrestrial television (DTT), direct-to-home (DTH)
and subscription video-on-demand (Showmax).

Muted economic growth across
sub-Saharan Africa has resulted in
the toughest operating conditions
in over two decades for the video-
entertainment business, driven by lower
commodity prices, drought, political
uncertainty and currency volatility.

Profitability was affected by the
protracted weakness of currencies in
our main markets where customers are
billed in local currency and the bulk of
the cost base is US dollar denominated.
In addition, increased competition is
driving up the cost of content. To
mitigate some of the impact, the
business continued to focus on cost
reduction.

Monetary policy continues to restrict
liquidity in Nigeria, Angola and

Mozambique, with limited availability
of foreign exchange. At 31 March 2017
we had cash balances of US$289m that
were exposed to currency depreciation.

In the prior year, economic conditions
caused large numbers of subscribers
in certain markets to churn off our
platform. To address this, a value
strategy was implemented, focusing on
expanding the business over the long
term. This strategy includes bouquet
restructuring, maintaining or reducing
subscription prices in key markets,
better customer focus and retention,
and reducing set-top box prices.
The benefits are evident in net DTH
subscriber growth of 935 000 (FY16:
38 000), while 597 000 new DTT
customers were added, bringing the
combined base to 11.9m customers.

The DTT business continued to grow
well, despite delayed analogue
switchoffs, reflecting continued
development of our DTT content
offering and retention capabilities.

The focus remains on reducing the cost
base by monitoring non-performing
content while rightsizing the business
and its operational activities.

Innovation and customer
service
Innovation in digital product
development and technological
advancements continues. A new
set-top box, Explora 2, was launched
in September 2016 with improved
video-compression technology.

Revenue* (US$’m)
IFRS: 0%
LC: +7%

Trading profit* (US$’m)
IFRS: -53%
LC: -32%

3 401

3 413

2017

2016

Notes
* Including associates and joint ventures on a proportionate basis.
LC = local currency

287

2017

610

2016

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)

To maintain this momentum, our focus
remains on customer satisfaction,
retention and great customer service.

Content
SuperSport continues to drive local sports
and leagues through its partnership with
local sports bodies and contributing to
various corporate social initiatives,
including the Let’s Play and Sports Trust
projects. Over the inaugural three seasons,
306 Diski Challenge matches were played,
more than 100 players promoted from
the reserve league to the premier league,
and over 100 matches broadcast live on
SuperSport channels. The matches were
produced by 36 broadcast interns, many
of whom now have permanent roles in
the SuperSport business.

Through M-Net, we invest in the best
local and international content. Local
versions of popular reality-format shows
performed well with audiences during
the year. These included The Voice, Idols,
Big Brother and M-Net’s own shows such
as Our Perfect Wedding and My Story.
International blockbusters, such as Game
of Thrones season 6, kept customers
entertained while locally produced
telenovelas continue to drive appointment
viewing. Investing in local content by
developing our own original scripts for
dramas and telenovelas remains a priority.

Regulatory
Video-entertainment operations are
regulated by relevant bodies across the
continent. Various competition and
consumer investigations are under way
and we continue to cooperate with
regulators. Regulations are under constant
review and we regularly engage with
authorities as key stakeholders.

Competition
The competitive landscape has become
cluttered with new DTH players entering
the market, ongoing competition from
existing DTT players and an ever-
expanding array of over-the-top services
(OTT), commonly referring to audio,
video and other media transmitted via
the internet without a cable operator
or direct-broadcast satellite TV system
controlling or distributing the content.

International and local groups with
sizeable budgets continue to invest in
Africa through content and infrastructure.
In response, we are focused on expanding
our content-production footprint and
improving customer service.

Business continuity
The Intelsat 20B satellite was successfully
launched in August 2016, providing greater
transponder capacity to grow our content
and high-definition (HD) offerings, as well
as improving disaster-recovery capacity.

Showmax
Showmax’s first full year of operation
culminated with launching the service in
Poland in February 2017. Showmax is
now fully localised in South Africa, Kenya
and Poland, and available in over 60
additional countries. Showmax Select,
a mobile-first version with a catalogue
of primarily local content, was launched
in Kenya and South Africa.

Bandwidth management was added to
most Showmax apps to address consumer
concerns about data use in developing
markets, while mobile apps were
optimised to reduce data consumption.

Showmax now offers a range of local
payment options, including add-to-bill
with DStv and Vodacom in South Africa,
prepaid vouchers at over 500 retail
outlets in South Africa, and M-Pesa
payment in Kenya.

We continue to provide superior local
and international content to customers
anywhere, anytime on multiple services
through the DStv Now app. This year,
another 20 linear channels were
introduced, taking the total number of
channels available on the app to over 60.
Collectively, DStv Now users generate
over 4m play events per month across
DStv Catch Up and the linear channel
content line-up. The number of BoxOffice
titles available to Explora customers was
also increased. They can now rent up to
30 of the latest movies. Explora customers
who have connected their devices to the
internet have access to over 1 000 movies
on DStv Catch Up Plus and are
collectively downloading over 1m titles
per month to watch on their own terms.

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Media

Media24 is building communities through content, technology and commerce.
Over the next years, it will build a more diversified media player with market-
leading mobile content and a portfolio of ecommerce solutions comprising
efashion, efulfilment and online job classifieds. This will allow Media24 to capitalise
fully on rising mobile internet connectivity on the continent, as well as South
Africa’s growing online retail sector.

Media24’s digital media operations
recorded growth in audience and
engagement – especially on mobile
platforms.

In the past year the product offering
was improved with personalised news
apps driven by machine learning.
Media24 also launched HuffPost South
Africa, the first sub-Saharan African
edition of this news brand.

In line with international trends,
Media24 recorded ongoing declines in
its mature print media operations on
contracting advertising and circulation
revenues.

Its online fashion business, Spree,
delivered sales growth of over 80%
from an expanded product range as
well as improved online and offline user
experience.

Strategically, the group streamlined its
print portfolio and is fully focused on
building its digital media future, which
includes investing in diversification
into ecommerce and digital services.
Accordingly, it disposed of financial data
services business INET BFA for cash of
some US$10m.

Revenue* (US$’m)
IFRS: -3%
LC: -1%

Trading profit* (US$’m)
IFRS: -34%
LC: -34%

588

608

2017

2016

2017

2016

Notes
* Including associates and joint ventures on a proportionate basis.
LC = local currency.

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Review of sustainability capital

Sustainable investment
Sustainable development and economic, social and environmental protection are
global imperatives that present both opportunities and risks for business. As a leading
company, Naspers is positioning itself to meet these challenges. As our business
expands, we aim to contribute to the communities in which we operate; develop
our own people; contribute to economic prosperity; and minimise our impact on
the environment. In formulating this policy, we analysed areas where the group can
contribute to sustainable development in the markets in which it operates.
Extract: Sustainable development policy.

As a for-profit organisation, Naspers invests
in developing its business to provide useful
products and services to customers and
a sustainable return to investors.

Flowing from these activities, we invest in our
operating countries by creating demand for local
suppliers, employing people and contributing to
the community via direct and indirect taxes and
social responsibility initiatives.

The group operates in different
communities, each with unique
challenges. Understanding that our
products and services directly
impact local societies, each business
aims to make a difference to its
community by contributing in line
with its strengths and know-how.
For example, video entertainment’s
social transformation is hardwired
into their DNA. They uplift, support,
encourage and invest in local
communities. Media24 is committed
to serve the communities in which
they operate. They are keen in
supporting the arts and local small
business and entrepreneurial
development. To counter the

generally decreasing level of education in

Romania, eMAG invests in education

through eMAG Foundation programmes. One

focus area supports children with potential in

mathematics, physics and informatics to develop to their full

potential. With a mission to help anyone build the life they imagine,
Udemy is a global marketplace for learning and teaching online.
Millions of students learn from an extensive library of over
40 000 courses taught by expert instructors. Whether learning for
professional development or personal enrichment, students can
master new skills through self-paced, on-demand courses.

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)

Human capital

Our people
At heart, we are entrepreneurs. We
focus on attracting the world’s best
talent to build leading companies
that empower people and enrich
communities through outstanding
products used by millions of people
every day.

Talent, particularly in the fields
of ecommerce, technology and
engineering, is scarce globally. As
such, being seen as an attractive and
meaningful place to work, is key to
our strategy.

During the year we brought new talent
into the group at all levels and
strengthened our focus on people
across the organisation, providing new
opportunities to existing employees.
The group employs nearly 25 000
(2016: 27 000) (including joint ventures,
but excluding associates) permanent
employees in some 120 countries.
Headcount decreased as a result of
mergers and acquisitions activity across
the group.

We empower
We back local teams and learn from
each other. We encourage diversity in
our teams and in our thinking. Our
people are empowered to be
responsible and make decisions because
we trust them to do a great job. We
believe in them and we want them to
share their talent and expertise across
the group. Through MyAcademy (the
offline and online learning environment
for the group) and local learning and
development initiatives, we invest in our
people so they can build their skills,
their expertise and, ultimately, their
careers.

Each year we organise internal
networking and learning events to bring
together teams and communities of
expertise, often from across the group,
to share ideas and learn from internal
and external experts. In the review
period, over 9 000 employees attended
one or more events of this nature.

We agree on clear and ambitious goals,
have continuous conversations about
achieving even more and reward our
people for what they deliver and how
they deliver it. We encourage innovation
from all our people. To attract and
retain the skills on which our
sustainability depends, and to reward
superior performance, most of our
group companies grant share options/
appreciation rights to their employees
under a number of equity
compensation plans.

We matter
We matter to the communities we
serve and, wherever we operate,
we hold ourselves to high standards.
Our code of business ethics and
conduct defines our commitment to
conducting business fairly, ethically and
with integrity. This code and related
policies are communicated to group
employees and available on
www.naspers.com.

We perform
We push for performance in everything
we do, and we move fast to capitalise
on opportunities others have not seen.

Many of our companies invest in
corporate social responsibility
programmes and we encourage our
people to support these by investing

Headcount by region* (%)

Headcount by business
segment* (%)

Gender* (%)

Asia
Europe
Americas
Rest of Africa
South Africa

Note
* Excludes associates and joint ventures.

B2C
Classifieds
Corporate
New ventures
Payments
Media
Video entertainment

Male
Female

Naspers Limited integrated annual report 2017 Review of our performance

74 000 online lectures and engaged in
more than 8 000 hours of training on
this platform.

against our six types of capital (continued)
their time. Wherever we operate we
employ local people and we create
supportive, flexible and pleasant
environments to help them perform at
their best while developing their skills. We
focus on the ongoing development of our
managers, as creating an environment
where our people feel cared for, listened
to and supported in their ambitions, is
ultimately in their hands. Together we are
all responsible for the positive impact we
have on our stakeholders.

In the last fiscal year we began to
harmonise our approach to measuring
employee engagement across the group,
asking approximately 15 000 of our
people to comment anonymously on their
experience of working at our various
group companies. We have seen
engagement levels broadly in line with
external benchmarks and our operating
teams are working on addressing issues
raised and sharing best practice with
one another.

Occupational health and safety
The health, safety and wellness of our
people are critical, given that our growth
depends on their skills. For Naspers,
employee wellness is key to organisational
health. Accordingly, we care for our
employees through multiple initiatives,
understanding that a healthy and resilient
workforce is essential to support the
changes our business is navigating.
Regrettably in 2017, 23 employees
(including seven contract workers in a
warehouse) sustained injuries on duty
in various incidents.

People development
Developing our talent is a critical enabler
of present and future success, as well as
playing a role in the motivation and
retention of our people. Most of our
businesses around the world have a
learning and development agenda focused
on their own specific needs. This is
influenced by factors such as what the
business is aiming to achieve, the maturity
level of the business, the opportunities
and challenges it is tackling, its competitive
landscape, and the demographic nuances
of the region or countries in which it
operates. At group level we base our
people development focus on four key
areas:
• Reinforcing the leadership pipeline and
accelerating the growth of top talent.

• Driving a performance culture.
• Supporting the ongoing development
and growth of our businesses and
equipping our people with new skills
for tomorrow.

• Developing core business skills in
ecommerce, video entertainment
and media.

For example, we focus on developing our
leaders in order to build a pipeline of
ready-now successors, share knowledge
rapidly around the world, support new
business acquisitions, and accelerate the
pace of change in our maturing businesses.

We launched our online learning platform
MyAcademy in September 2016 and to
date we have almost 6 000 monthly active
learners from around the group who, as
of 31 March 2017, had taken over

Key initiatives across the group are summarised below.

Entity

Initiatives

• No injuries reported for employees in FY17.
• eMAG tracks total work-related injuries (especially in the logistical
area), frequency and completion of health and safety training.

• Annual health checkup policy which covered 88% of the eligible

population in FY17 health insurance policy.

• Regular doctors at work – general physician, gynaecologist,
counsellor/psychologist, acupressure expert, homoeopathist.
• Sessions throughout the year on parenting, women’s health,
ergonomics and more held for the benefit of employees.

• Strong health insurance policies.
• In some countries, we regularly engage with organisations for

basic health checkups.

• No injuries reported in Latin America or India. We are developing
appropriate systems for the Europe/Middle East/Africa regions.

• Wellness initiatives include:

– medical aid, wellness centre, wellness days, wellness

programmes focused on selective health topics and a gym
at MultiChoice City, and

– raising financial awareness has been prioritised – facilitated

by financial experts.
• Safety initiatives include:

– independent monthly health and safety audits
– infrared scanning of all buildings for electrical hot spots
– health and safety committee per building, and
– continuous health and safety training.

• Medical aid and annual free wellness checks.
• Regular health and safety training and audits and protection for

journalists when needed.

• Wellness counselling and support service for employees and their

families.

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017
Review of our performance

against our six types of capital (continued)
Transformation and diversity
We back local teams and learn from
each other. We encourage diversity
in our teams and in our thinking.
Our people are empowered to be
responsible and make decisions because
we trust them to do a great job. We
believe in them and we want them to
share their talent and expertise across
the group.

Naspers contributes to workplace
transformation and diversity through:
• Gender equality and leadership
development initiatives. This is a
founding principle of all development
initiatives, especially in areas where
there is an imbalance (eg women in
technology). Learning programmes
include specific modules to
communicate effectively across
culture, gender and age, both locally
and when representing the group
abroad.

their employees under various equity
compensation plans.

• Developing our talent underpins our
success by motivating and retaining
skilled people. Most of our businesses
around the world have a learning and
development agenda focused on
their specific needs and markets.

• Training expenditure for the

reporting period totalled US$17.4m.

Traditionally, we have reported on the
BBBEE compliance and performance of
our two largest South African groups,
MultiChoice and Media24. The revised
BBBEE regulations have extended this
reporting requirement to all JSE listed
companies including Naspers. We are
proud to have achieved a level 3 BBBEE
status in our inaugural rating and remain
committed to actively manage our
transformation efforts in South Africa.

• A global talent function has been
established, with experienced
recruiters in key regions and the
ability to design competitive reward
packages.

• To attract and retain the skills on

which our sustainability depends, and
to reward superior performance,
most of our group companies grant
share options/appreciation rights to

Through our MyAcademy as well
as local learning and development
initiatives, we invest in our people so
they can build their skills, their expertise
and, ultimately, their careers. Each year
we organise internal networking and
learning events to bring together teams
and communities of expertise, often
from across the group, to share ideas
and learn from internal and external
experts.

Naspers ICT code scorecard

Element

Equity ownership

Management control

Employment equity

Skills development

Preferential procurement

Enterprise and supplier development

Socio-economic development

Total score

Performance (%)

BBBEE rating

Priority elements achieved

Empowering supplier status

Note
Independent BBBEE verifications were performed for the above period.

Target score

Bonus points
available

Bonus points
achieved

Actual score
achieved
2017

130

19.66

6.76

5.09

16.23

23.82

111.57

79.69%

Level 3

Yes

1.68

6.68

66.80%

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Employment equity
The breakdown of the MultiChoice and
Media24 groups’ annual employment
equity statistics is shown below. Under
South African Department of Trade
and Industry definitions, black people
include black Africans, coloureds and
Indians who are citizens of South Africa by
birth or descent or who became citizens
by naturalisation before 1994.

MultiChoice: Transformation
Given MultiChoice’s strong presence
in South Africa and across the continent,
it plays an important role in the
development of its home country and its
industry. In particular, MultiChoice creates
jobs by investing in local industry:
• All decoders are now manufactured
in South Africa, creating jobs and
strengthening local enterprises.

Monitored against the ICT sector code
of good practice for BBBEE, MultiChoice
South Africa achieved a level 1 BBBEE
rating under the revised codes, with
several notable achievements in important
areas of transformation.

For further details on MultiChoice’s
BBBEE scorecard, refer to

Media24: Transformation
Media24 aims to make a contribution to
the social and economic development of
South Africa by leveraging its resources
and the goodwill of its people to drive
transformation across all its divisions. In
line with local legislation, and Media24’s
own employment policy, it values diversity
in the workplace. This aligns the company
with its customers and encourages
tolerance and understanding. Just as
importantly, it cultivates a working
environment conducive to innovative
thinking.

In terms of the latest scorecard prepared
by its black economic empowerment
(BEE) verification agency, Media24
attained a level 4 status with a 100%
procurement recognition on BEE spend
under the revised BEE codes.

For further details on Media24’s BBBEE
scorecard, refer to

• Additional jobs are created through the
independent DStv agency and installer
network.

• The MultiChoice Enterprise

Development Trust supports the
growth of entrepreneurs in
broadcasting and the wider ICT
industry. Investing in the trust’s
beneficiaries enables them to expand
and create jobs in their businesses.
• To date, the trust has committed over
R100m to beneficiaries. This includes
grants, loans, costs incurred on behalf
of beneficiaries as well as bursaries for
skills development programmes.
• In the review period, some R6m was
spent on development programmes,
benefiting over 100 entrepreneurs
(suppliers and non-suppliers).

• The trust also incorporates

beneficiaries into its supply chain, with
beneficiaries offering services such as
training, broadcasting and accounting
services.

MultiChoice: Employment equity (%)

Gender

Male
Female

Race

Black
White
Foreign

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Broad-based black economic
equity schemes
Four years ago shares in Phuthuma
Nathi (PN) and Phuthuma Nathi 2
(PN2) (MultiChoice’s BEE equity
schemes) launched in 2006 and 2007,
respectively) began trading on an
over-the-counter (OTC) platform.

Welkom Yizani, Media24’s BBBEE
scheme launched in 2006, remains the
biggest BEE share offer in the South
African print media industry with
around 90 000 shareholders. In 2013,
the scheme began trading on an OTC
platform.

In 2014 the Registrar of Securities
Services (the Registrar) indicated that
all traditional OTC trading platforms
should regularise their affairs in terms
of the Financial Markets (FM) Act, 2012.

As part of this process MultiChoice
and Media24 have established Yizani
Phuthuma Nathi (YPN) which has
applied for an exchange licence to
facilitate the trading of BBBEE shares
issued by companies within the Naspers
group. During this process, PN, PN2 and
Welkom Yizani shares continue to trade
on the current platform.

PN, PN2 and Welkom Yizani are
exempted from complying with the FM
Act for a period of six months after the
Registrar’s decision on whether or not
to grant an exchange licence to YPN.
PN, PN2 and Welkom Yizani continue
to build on the positive engagement
they have had with the Registrar and
remain committed to complying with
any directives and/or conditions issued
by the Registrar.

Media24: Employment equity (%)

Gender

Race

Black
White
Foreign

Male
Female

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)

Social and relationship, and intellectual capital

Our communities
We believe in building our communities. We therefore aim to be a responsible social citizen in the countries we operate in. We stimulate
community development by generating economic and social gain in local communities. This includes developing critical skills for our
businesses, our industry and ultimately, the communities we operate in. We continue to empower our teams to invest in local
communities to foster growth and development.

Key corporate social investment (CSI) initiatives across the group are summarised below:

Entity

Number
of projects

Beneficiaries (estimated)

Key initiatives

162

100

3 200
250
800

4 000 people, inclusive of donations to some
150 organisations

• Red Nose
• Earth Day network
• Feed the Dog campaign

• Aiming for Olympiad
• We care
• 140 beats per minute

• Payroll giving with Give India
• Dishaa Foundation
• 17 000 Feet
• Greensole Foundation
• Superhero campaign

• Takealot has a relationship with Beautiful Gate South Africa where
donations are generated at checkout. This has raised over R2.2m for
Beautiful Gate, an interdenominational Christian organisation providing
care and support to vulnerable children and families in Cape Town.

• Great orchestra of Christmas charity event

• Laptop donation
• Cry Foundation
• Winter blanket drive
• Alternative education club

• MultiChoice Diski Challenge
• M-Net Magic in Motion
• SuperSport Let’s Play
• Community TV initiative

• We Can

• Volunteers 24

Equipment bought for hospitals in Poland
(including treatment of sick children in these
hospitals)
Some 100
10
90
Some 100

525 players; 32 coaches;
36 production interns
20 interns
601 000 school children and 650 schools
268 staff members and a combined
viewership of 18m viewers in the financial
year

The WeCan24 programme – our flagship
programme that trains learners all over
South Africa to become multimedia
journalists – trained just over 2 600 learners
from 240 schools.
Media24 staffers participated in various
projects during the year including painting a
school hall, revamping classrooms and
assisting in soup kitchens and food gardens
and painting murals at schools, all part of the
Media24 Volunteers24 initiative.

In South Africa, a grant of R12m was made by Naspers to eDeaf, an entity that offers training and development opportunities to the
deaf population.

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017

Review of our performance

against our six types of capital (continued)

CASE STUDY / eMAG FOR EDUCATION

We invest in education through
eMAG Foundation programmes.

This is important for the future
development of the professional
community. Three programmes are
currently under way:

Aiming for Olympiad – focused on

children with potential in mathematics, physics

and informatics to ensure they are trained by very
competent teachers to develop their full potential in
these key subjects. With 22 centres benefiting 3 200
children, this programme was judged by Business
Review as the best community development initiative in
2016. Training centres are being opened in eight more
cities across Romania.

We care – reducing the school drop-out

rate in the Romanian countryside, which
is double the national rate of 18%. Six after-school
centres have been opened in rural areas, benefiting
250 children. After three months, the children’s general
school performance improved as did attendance for
70% of participants. The programme is being extended
to eight more schools in the current year.

140 beats per minute – the aim of this

unique programme is to attract sedentary
children to participate in sports (43% of Romanian
children are not currently involved in sports at all).
eMAG has supported nine triathlon and trail-running
events specifically for children, six of which were new
events facilitated by its support. Some 800 children
attended supported events and the foundation will
work with teachers to spread the message in schools.
eMAG intends to roll out a national media campaign to
underline the importance of practising sports, starting
with early childhood.

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Local economic and community development
By its nature, our business generates economic and social gain in our local communities. In ecommerce, for example, we encourage
people to buy and sell goods, enhance the trading experience, and secure the trust and safety of our users. Through all our activities,
we develop local producers and contribute to each economy.

We are serious about our responsibility to address the needs of local communities, with key strategic approaches and initiatives
summarised below:

Entity

Contribution

The MultiChoice Enterprise Development Trust supports the growth of entrepreneurs in broadcasting
and the wider ICT industry. The trust has invested in entrepreneurship development programmes,
benefiting over 100 entrepreneurs (suppliers and non-suppliers).

OLX group currently employs over 4 000 people worldwide, with local development opportunities.
Over 90% of the workforce is hired locally and, in most entities, OLX group recruits local talent
to manage businesses. When development opportunities arise, OLX group relocates local talent
to open roles in other markets to further develop their skills and experience.

eMAG has developed a dedicated third-party programme for small local businesses and 85% of
employees are from Romania.

Latin America: Preference for vendors with social or environmental orientation; employment
opportunities focus on talent, not only education.
India: Equal employment opportunities focused on skills, while rebalancing the gender ratio and
not discriminating on factors unrelated to job role.

• Supports the growth of small business, specifically enterprise and supplier development partners
(Double Dutch Media and Clothes to Cash Exchange) by providing training, equipment, access
to market and promotional opportunities.

• Through its outsourced distribution and franchise network, On the Dot provides employment

in local communities.

• Expenditure: Through WeCan24 training, R850 000 outsourced to small businesses; R2.2m to support
related initiatives through the Association of Independent Publishers (AIP); R430 000 in support for
ThisAbility programme for people living with disabilities; and R245 000 on digital training for
government communicators.

• Local employment: Over 99% of Media24’s employees are local, including all management levels.
• Procurement: New BEE codes require companies to increase their spending with 51% black-owned
and black-woman-owned businesses relative to total procurement expenditure. Specific targets have
been set for each Media24 division to increase procurement from designated businesses.

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Responsible content
We aim to adhere to the codes of conduct stipulated by the BCCSA and those of regulators in our operating countries. Equally,
it is vital to protect our reputation as a trustworthy online ecommerce business.

Selected examples of our approach in action are summarised below:

MultiChoice

OLX group

• Set-top box: Parental control in place (locking age-

restricted viewing of content and channels).

• On-air PG ratings/safety measure: If no age restriction is

provided by supplier, system defaults to 18.

• Programming rated 16+: Rating remains visible throughout

the programme.

• On-air advisories and classifications at the start of each

programme.

• Closely monitors platforms to prevent inappropriate

listings.

• Proactively provides guidance and advice to customers via
platforms; promote campaigns to educate users in several
countries.

• Each country follows applicable trading laws and

regulations and OLX has its own list of restricted items,
including alcohol, tobacco and pornography.

• Promotion/advertising/sponsorship of alcohol excluded

• Complaints can be directed to the customer service

from children’s or religious content.

centre on each platform we operate.

• Timing and scheduling adhere to broadcast regulatory rules.

Privacy and data security
In line with our commitment to create
value for our users, we aim to protect
the privacy of their data and other
sensitive information. We comply with
applicable laws on privacy protection,
and incorporate these into the specific
features of our products and services.

We recognise the strategic importance
of properly managing privacy and
security across the group. Beyond legal
compliance, privacy and security
programmes are also required to help
preserve consumer trust, facilitate
business-to-business (B2B) transactions,
and to implement protection according
to local and international standards.

Our group helps us manage privacy
effectively. The group’s privacy toolkit
is benchmarked against international
standards and includes required policies,
vendor and partner management,
employee training, legal compliance
and an annual review, and verifications.

During the course of the year, data
privacy briefings are held with business
segment heads, along with role-specific
training. Privacy awareness training for

all employees was launched on
MyAcademy, the group’s online learning
platform.

The number of Certified Information
Privacy Professionals (CIPPs) within the
group has also increased. In advance of
South Africa’s new data protection law,
Protection of Personal Information
(POPI), coming into force, several South
African attorneys participated in the
Naspers Data Privacy Secondment
Programme, which creates exposure to
international data protection practice
and privacy policies, contracting and
partnership deals, security management
and related topics. The programme
culminates in the opportunity to obtain
European Information Privacy
Professional Certification.

IT security is approached as a risk-based
exercise, and is addressed on a
company-by-company basis under the
IT governance charter. This charter
describes how group companies should
assess, manage, and report on their
IT-related risk.

Group companies use best-practice
frameworks (primarily COBIT,

complemented by other frameworks
such as NIST, ISO 27001, and OWASP)
to implement appropriate control
measures.

The group’s internal audit and risk
management support helps businesses
with their risk management activities
through a dedicated IT risk
management support team. In addition,
and next to the companies’ own
security testing activities, this
department has its own ethical hacking
service that provides objective
assessments of group companies’
cyber-resilience.

In the payments segment, special
attention is paid to the sensitivity of
financial and transactional information.
PayU has its own risk advisory
committee that reports to the Naspers
risk committee.

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Digital inclusion
We empower local trade in local communities. Access to information and communication technology is a prerequisite for our success
for several reasons:
• To provide opportunities to connect digitally and to have a better-trained workforce.
• To build a pipeline of digital talent (especially developers and multimedia journalists).
• The overall performance of our digital operations depends on the number of internet participants.
• Promoting the role of our digital products in providing information and preserving equality.

Key initiatives supporting digital inclusion are summarised below:

Entity

Contribution

• Our business depends on digital inclusion. We empower local trade within local communities. Access

to information and communication technology is a prerequisite to our success.

• South Africa: Employees donated laptops to a school to help learners with their studies.
• Argentina: Donated computers and peripherals to a foundation to enable access to the internet

and IT for disadvantaged people.

• The Explora decoder enables African consumers to connect the primary screen to a library of digital

content without the need for a broadband connection. The benefits are reflected in increased
adoption of DStv Now by our customers. In addition, the new Explora decoder uses compression
technology that reduces the size of download files to increase access to content for more users.
• Subscribers, and the broader public, are reached through digital and social media marketing and
tactical campaigns, designed to highlight digital offerings and attract non-subscribers into the base
through digital channels.

• In 2016 MultiChoice’s open-innovation partnership with the Stellenbosch University resulted in
the development of three entrepreneurial businesses engaged in data analytics, ecommerce and
digital content creation. Other open-innovation partnerships are in the design phase.

• MultiChoice engages with educational institutions (from high schools to post-graduate institutions)
to host groups of scholars/students for discussion sessions, presentations, business tours and more.
• Graduate employment and internship programmes operate throughout the video-entertainment
group, including in the IT, broadcast technology and digital media units. These increase access for
young people to digital technologies and the reality of digital video in the modern marketplace.

• Graduate programme offers a one-year internship to 20 candidates in software engineering,

multimedia journalism and marketing – Media24 identifies talent and helps participants bridge
into formal employment. Over 65% of interns in the past year have been offered permanent jobs.

• Partnered with CapaCiTi to train 17 black graduates in specific software stacks (or suites of

programs), with internships offered to the best students.

• Extensive digital media training for over 200 members of AIP, based mostly in rural areas.
• Media24 has trained 25 South African government communicators in using digital media.
• The WeCan24 project has provided training and access to a digital platform to schoolchildren

around South Africa.

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Customer satisfaction
Satisfied customers are the lifeblood of our success, given that a large portion of our business depends on consumer-to-
consumer (C2C) trade. Customer satisfaction is therefore a key business objective as it drives loyalty and retention.

Entity

Approach to customer satisfaction

• OLX group has this year reorganised to a product-centric strategic approach – to ensure it is

building products users love.

• Success is measured by customer retention rates, mobile-app ‘stickiness’ and revenue per lister.
OLX group also uses NPS to measure customer satisfaction. It conducts global brand-tracking
surveys to understand what consumers think of the group and its brands.

• Daily and monthly average user (DAU, MAU) metrics measure app user loyalty, which is

growing.

• Generate advocates and word-of-mouth to attract new clients.
• Track customer feedback on transactional activities and identify areas of improvement.
• Site-specific activities include:

– continuously growing range of products
– ongoing improvement of customer in-site experience
– loyal client campaigns with special discounts/vouchers (in-site campaigns viewable only

for loyal clients)

– targeted communication through direct marketing with customers (newsletters, SMSs)
– permanent call centre service (24/7) – expanded team and improved client waiting time
– dedicated team for social media channel support on tracking orders
– enhanced transactional communication
– showrooms with sales consultants
– diverse delivery options (eg showrooms in main cities, postal offices across country)
– 30 days’ free return
– free courier delivery for orders over a stipulated amount
– two-hour delivery option, and
– NPS monitored weekly, current month, current financial year, and main touchpoints

evaluated.

• Three-pronged approach to keep customers satisfied:

– extensive coverage of local payment methods
– innovating with products and features, and
– robust account management and customer support operations.

• Managed on regional basis – monitored on NPS and tracking response times to merchant

tickets.

• Each region has its own targets that are regularly monitored.

• Strategy, objectives and initiatives are in place to ensure customer satisfaction.
• #Customer First strategy engrains customer experience into our organisational fabric.
• #Customer First strategy and leadership are reinforcing customer centricity, as we drive

change and invest in improving customers’ experiences with DStv and GOtv.

• Dedicated customer-experience teams are the guardians of the customer and our change

champions.

• Continually developing the capabilities and skills of our employees through appropriate training

and recruiting the right staff.

• Prioritised several customer-experience initiatives, particularly payments, self-service, social care,

digital, customer relationship management and customer support.

• Launched #99 programme across Africa to embed a customer-first approach, reinforce new

behaviours through customer insights and immersion activities.

• Initiated service-design thinking to drive fundamental change in our customer experiences.
• Extended regular infield research to further understand our current landscape and customer

needs.

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)

Natural capital

Environment
The group’s diverse operations range
from printing plants to transactional
internet platforms. Each type of business
has a unique effect on the environment,
requiring appropriate mitigating responses.
Equally, environmental impacts range from
low (the bulk of our group) to high (our
printing operations).

Carbon footprint
Our gross measured carbon footprint (scope
1 and 2) is 184 458 tonnes of CO2e, of
which scope 2 (electricity use) is 90%
(2016: 176 131 tonnes CO2e). Direct (scope
1 and 2) emissions were measured at
locations across South Africa, the
Netherlands, Nigeria and Russia. Power usage
in the video-entertainment segment
increased as a result of adding facilities and a
satellite dish to its disaster recovery centre,
the relocation of the call centre to the
MultiChoice offices and the extension of the
call centre’s operating hours. Furthermore,
additional technical training rooms were
added to the facilities in Randburg.

Power outages are common in Africa,
accounting for the group’s high level of
generator usage for electricity. Generator
capacity in South Africa and Nigeria is
regularly evaluated. While capacity
is adequate, associated running and
maintenance costs are substantially
higher than standard electricity costs.

MultiChoice City, Randburg, South Africa.

Naspers and Irdeto’s office building, Hoofddorp,
The Netherlands.

2017

Carbon footprint
(%)

Scope 1
Scope 2

2016

The South African print operations remain the largest contributor (65%) to the group’s total
measured carbon emissions.

The group manages its impact on the environment mainly by deploying technology and
recycling initiatives at facilities and a shift from printed products to electronic formats. In South
Africa options for alternative sources of energy (other than the current coal base) are limited.

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Managing environmental impacts

Managing impact

Response

Risk assessments identify
operations where direct impact
on the environment is most
significant.

• Our most direct impact on the environment is from Novus Holdings (57%

of total carbon emissions).

• The internet businesses inherently have a lower impact on the environment.

Through some of their trading activities, they stimulate buying and selling used
or recycled goods in a paperless environment.

We use advanced technologies
to reduce impact on the
environment where possible.

A number of initiatives support our sustainability campaign. Energy-efficiency initiatives
in some businesses include:
• movement-activated lights
• energy-efficient air conditioners
• consolidating data centres
• power factor correction and load balancing, and
• automatic hibernation of PCs.

Naspers and Irdeto’s office building in The Netherlands was designed and constructed
as a green building. This sustainable building meets the GreenCalc score B.

MultiChoice City in South Africa is Green Star-rated by the Green Building Council
of South Africa.

Printing operations apply leading
emission-reduction technology
to minimise and responsibly
dispose of waste.

Throughout Novus Holdings, equipment is in place to collect and recycle dust particles
from the printing process. All dust and paper shavings are sucked via a vacuum system
to the baller room. The shavings are baled for recycling and dust is compacted into
tablets. There is no market yet for the compacted tablets, which go to landfill.

We monitor environmental
compliance standards at our
facilities and participate in
third-party reviews.

We measure and disclose
our carbon footprint.

Irdeto operates in line with ISO 9001 and ISO 27001, with its implementation of
both standards regularly audited by an external certification body.

As disclosed above. No fines were received.

Where possible, we use
environmentally responsible
energy sources, invest in
improving energy efficiency and
design energy-efficient facilities.

Novus Holdings was the first African printing organisation to receive Forest Stewardship
Council® (FSC®) FSC-C022948 chain-of-custody (CoC) certification. Novus Holdings
also holds Programme for Endorsement of Forest Certification™ (PEFC™) at Paarl
Media Cape, Paarl Media KZN and Novus Print Solutions. Both FSC® and PEFC™ are
independent verifications that the products printed can be traced back from their point
of origin to responsible, well-managed forestry, controlled and recycled resources.

Naspers Limited integrated annual report 2017 Review of our performance

against our six types of capital (continued)
Waste (recycle, reuse, electronic waste)
For sustainable environmental conservation, we all need to participate before we exhaust our natural resources. Across the group,
recycling is important as waste in landfills has a serious impact on the environment.

Entity

Contribution

‘Environment wins’ is one element of the OLX group brand proposition. This represents the nature
of our classifieds’ business: the environment wins as items gain second lives – reducing their ecological
footprint.

Installed recycling bins at head office and in the warehouse to raise awareness among employees.

In their financial year ended December 2016, they replaced paper cups and plastic water bottles with
ceramic/steel/glassware. Each employee was given a metallic water bottle with their names engraved.

In various offices, we have recycling points and office certifications for resource efficiency.

• A waste management company is employed to sort waste into cans, glass, K4 (cardboard), paper,

plastic, landfill, and ewaste.

• Certification is provided for all recycled items.
• MultiChoice City received a Green Star rating: a state-of-the-art grey-water reticulation system that

draws waste water from all showers, while a rainwater filter harvests water to wash toilets and irrigate
gardens and trees. Heating and cooling systems and processes by which natural light is trapped and
dispersed, save electricity. This is done through a modern roofing system over the atrium.
• Customers also have the option to repair their decoder for less than the price of a new one.

• Paper is pulped with some pulp repurposed in Novus’s tissue operations. None of the Novus plants

pulp paper on site. Paper waste is collected from site, by a service provider and delivered to Correll in
bales. Currently 40% of paper waste in the group is used in the Correll site with a view to increasing
this to 70% in the next financial year.

• Unsold clothing stock reused, upcycled or recycled via Clothes to Cash Exchange.
• Ewaste recycled via reputable service providers.
• No refurbishment.

REVIEW OF OUR PERFORMANCENaspers Limited integrated annual report 2017 Governance for
a sustainable
business

Naspers Limited integrated annual report 2017 Governance for a
sustainable business

Governance structure

Shareholders

Board

Risk
committee

Audit
committee

Nomination
committee

Human resources
and
remuneration
committee

Social and ethics
committee

Executive
committee

Senior management

Organisation

How we integrate governance into our business
Naspers recognises the value of an
integrated approach to assurance and
compliance. The adopted governance, risk
and compliance framework continues to
form the basis for how we manage
governance.

The framework shows the achievement
of a sustainable business integrated with
governance, assurance, risk management
and compliance, in accordance with
legislated requirements and reported
through the structures.

How we govern our business
The board of directors conducts the
group’s business with integrity by applying
appropriate corporate governance policies
and practices. The group continues to
enhance and align policies, systems and
processes to embed sound corporate
governance principles and ethical
standards.

Compliance with the JSE Listings
Requirements, applicable LSE Listings
Requirements and the ISE Listings
Requirements is monitored by the audit
and risk committees of the board.

The board’s executive, audit, risk, human
resources and remuneration, nomination,
and social and ethics committees fulfil
key roles in ensuring good corporate
governance. The group uses independent
external advisers to monitor regulatory
developments, locally and internationally,
to enable management to make
recommendations to the Naspers board
on matters of corporate governance.

Our aim is to keep abreast of regulatory
developments, further enhance our
governance standards, monitor and ensure
compliance with relevant laws and
regulations, and cultivate a sound ethical
business culture in the different
geographies in which we operate. We
also aim to maintain a high standard
of reporting and disclosure,
keeping in mind the best interests
of our stakeholders, and disclosing
what is relevant and material to
the sustainability of the group.

Listed

Internal audit and risk support

ons

Support func

Company
secretarial

Stakeholders

Company
secretarial

Board
committees

MultiChoice/

Group segments
management

Our operating
business

Group
management

i
t

Group levels of authority, policies and charters

Corporate strategy

Our values

Code of business ethics and conduct

GOVERNANCENaspers Limited integrated annual report 2017

Governance for a
sustainable business (continued)

The board confirms its compliance with specific governance requirements in the disclosures set out below:

Appointment, induction
and ongoing training of
directors

• Any appointment of a director is considered by the board on the recommendation
of the nomination committee, to ensure a rigorous and transparent procedure.

• The selection process involves considering the existing balance of skills and experience,

and an ongoing process of aligning board composition with group strategy.

• An induction programme for new directors is in place.

Board and committees’
evaluation

• The performance of the board and its committees as a whole is appraised annually. The
board determined that in terms of their charters, the board and its committees had
fulfilled their mandates during the financial year under review.

Independence of
non-executive directors

Chair and chief
executive

• The committees perform self-evaluations against their charters for consideration

by the board.

• The board evaluation process is carried out by the nomination committee.
• The recent performance assessment indicated that the board and its committees

are functioning effectively and efficiently.

• The board comprises a majority of independent non-executive directors.
• The board considered the issue of independence of directors at the time of

its evaluation in accordance with King III.

• An assessment, considering the salient factors and unique circumstances of each

director, was performed for all directors.

• The independence of non-executives who have served on the board for longer

than nine years, was assessed.

• No individual has unfettered powers of decisionmaking. The roles of the chair and

chief executive are separate.

• The chief executive is responsible for the day-to-day running of the group and

implementing policies and strategies approved by the board. Chief executives of
the various businesses assist him in this task.

• Koos Bekker, a non-executive director, is chair of the board and Bob van Dijk, an

executive director, is the chief executive. Fred Phaswana acts as lead director in all
matters where there may be an actual or perceived conflict and where it would
be inappropriate for the chair to deal with the matter concerned.

Prescribed officers

• Due to the nature and structure of the Naspers group and the number of executive
directors on the board of the company, the directors have concluded that there are
no prescribed officers.

Directors’ service
contracts

Directors’ and officers’
disclosure of interest in
contracts

Conflict of interest

• Directors do not have fixed-term service contracts.

• No director had a material interest in any contract in which Naspers or any of its

subsidiaries was a party during the financial year.

• The directors had no interest in any third party or company responsible for managing

any of the business activities of Naspers or any of its subsidiaries.

• The board recognises the importance of acting in the best interest of the Naspers
group and protecting the legitimate interests and expectations of its stakeholders.
• The board is aware of the requirements to disclose or avoid conflicts of interest.
• Directors are required to declare their interests at least annually. The declaration

of interests is a standing agenda point at each scheduled board meeting.

Naspers Limited integrated annual report 2017 Governance for a
sustainable business (continued)

Statutory powers

Insider trading

• General powers of the directors are set out in the memorandum of incorporation.
• The directors have further unspecified powers and authority for matters that may be exercised

and dealt with, which are not expressly reserved to shareholders in the general meeting.

• The board-approved insider trading policy is applicable to all directors and employees of Naspers

Limited and its controlled entities.

• Through appropriate procedures, the board aims to ensure that no director, manager, employee
or nominees or members of their immediate family deal directly or indirectly in the securities of
Naspers on the basis of unpublished price-sensitive information, nor during any embargo period
determined by the board.

• The Listings Requirements of the JSE extend obligations on transactions in Naspers’s securities to

include those of any major subsidiary.

• Directors or officers of Naspers’s major subsidiaries, whether wholly or partially owned, are also
included in the list of directors, company secretary and other officers required to abide by the
JSE Listings Requirements in relation to directors’ dealings.

Company secretary and
general counsel

• Gillian Kisbey-Green is the group company secretary, duly appointed by the board in accordance
with the Companies Act. David Tudor, group general counsel, is Naspers’s legal compliance officer.
Both are responsible for guiding the board in discharging its regulatory responsibilities.

• The company secretary is available to provide a central source of guidance and advice on matters
of business ethics and good governance and aims to provide the highest standard of compliance
with statutory and regulatory requirements.

Application of and approach to
King III
The board, its committees, and the
boards and committees of subsidiaries
MultiChoice and Media24 are responsible
for ensuring the appropriate principles
and practices of the King Code of
Corporate Governance Principles and the
King Report on Corporate Governance
in South Africa (King III) are applied and
embedded in the governance practices
of group companies.

A disciplined reporting structure ensures
the Naspers board is fully apprised
of subsidiary activities, risks and
opportunities. All controlled entities in the
group are required to subscribe to the
relevant principles of King III. Business and
governance structures have clear approval
frameworks.

Naspers has an internal control oversight
forum comprising the chief financial
officers (CFOs) and risk and internal
audit managers of Naspers, Naspers
Ecommerce, MultiChoice and Media24,
the Naspers company secretary, the
company secretaries of MultiChoice and
Media24, the Naspers global governance
partner and group general counsel. The
forum was tasked to ensure the Naspers
group’s governance structures and
framework are employed in the in-scope
entities in the group during the financial
year. Compliance and progress are
monitored by the audit and risk
committees and reported to the board.

For a review of Naspers’s application
of King III, go to www.naspers.com.

Focus areas for 2018
Following the release of the King IV report
in November 2016, we reviewed and
interpreted King IV for the Naspers
environment. King IV awareness initiatives
and a review of the Naspers’s board
policies, charters and governance practices
were the starting point. In the 2017/2018
financial year we will effect system and
process changes to enable implementation
of recommended or alternative practices
to demonstrate application of King IV’s
principles. Focus areas for the 2018
financial year will include, but not be
limited to, enhanced disclosures in the
2018 integrated annual report and
continued focus on governance of
information and technology, particularly
information and technology security.

GOVERNANCENaspers Limited integrated annual report 2017 Human resources and
remuneration committee report

for the year ended 31 March 2017

This is the report of the human
resources and remuneration committee
for the financial year ended 31 March
2017, appointed to fulfil the board’s
responsibility with regard to strategic
human resources aspects of the group.

The committee has a charter that
complies with the Companies Act and

King III requirements and is approved by
the board.

Members of the committee and
attendance at meetings
The committee comprises a minimum
of three non-executive directors.
The chair of the committee is an
independent non-executive director.

The chief executive, financial director
and chief people officer attend
meetings by invitation. The committee
held five meetings during the past
financial year.

The names of members who were in
office during the financial year and
details of the committee meetings
attended by each member are:

Five meetings were
held during the year.
Attendance:

5
5
5
4

Category

Non-executive
Independent non-executive
Independent non-executive
Non-executive

Duties carried out
Naspers’s remuneration strategy aims
to attract, motivate and retain the
best leaders, entrepreneurs, creative
engineers and employees to create
sustainable shareholder value.

Policies and practices align the
remuneration and incentives for
executives and employees to the
group’s business strategy.

It is the board, based on the
recommendation from the human
resources and remuneration committee,
that approves the remuneration policy.
Implementation is delegated to the
Naspers human resources and
remuneration committee. Subsidiary
boards follow a similar practice, within
the parameters of the Naspers
remuneration policy.

Name of committee member

Koos Bekker
Rachel Jafta
Fred Phaswana
Cobus Stofberg(1)
Note
(1) Alternate.

Purpose
The main purpose of this committee
is to assist the board in fulfilling its
responsibility for the strategic human
resources issues of the group,
particularly the appointment,
remuneration and succession of the
most senior executives. Primary
objectives include promoting superior
performance; directing employees’
energies to key business goals; achieving
the most effective returns for employee
spend; and addressing diverse needs
across differing cultures.

Naspers Limited integrated annual report 2017
Human resources and
remuneration committee report

(continued)

We are confident that the design and
structure of our remuneration policy
continues to be appropriately aligned
to and supports our business strategy
going forward. The human resources
and remuneration committee is aware
of the incoming remuneration reporting
requirements under King IV and has
endeavoured to improve remuneration
disclosure this year, in anticipation of
applying the recommendations, as
appropriate, of King IV in 2018.
Shareholders will be asked to approve
the remuneration policy set out in the
remuneration report, through a non-
binding advisory vote, at the 2017 annual
general meeting.

During the financial year, the human
resources and remuneration committee
focused on:
• Gathering and analysing current and
relevant industry reward trends to
ensure that Naspers has a market-
competitive remuneration policy,
structure and tools to attract and

retain entrepreneurs and critical talent,
particularly engineers and specialists.
This included ensuring that the right
pay-for-performance mix is applied;
short-term bonuses are measurable
and linked to the group’s strategy and
targets; aligning the terms of the group’s
various long-term share-based incentive
schemes to industry norms; and setting
parameters and criteria for allocations
of share-based incentives based on
individual performance.

• Considering independent external

advice on non-executive directors’ fees.

• Improving disclosure of executive

remuneration in the integrated annual
report in a bid for greater transparency.
• Thorough review of detailed succession
plans to ensure plans are in place for
top positions across the group that not
only identify successors, but take into
account diversity and talent with
potential, including training/experience
required.

Conclusion
Following the review by the committee
for the year ended 31 March 2017,
the committee is of the view that, in all
material respects, the committee has
complied with its remit. The board
concurred with this assessment.

Having achieved its objectives for the
financial year, the committee sets out
the remuneration disclosure in the
remuneration report, comprising our
overarching remuneration policy for
executive directors and non-executive
directors and commentary on how it
has been implemented during the year.

Rachel Jafta
Chair: Human resources and remuneration
committee

23 June 2017

GOVERNANCENaspers Limited integrated annual report 2017 Remuneration report

for the year ended 31 March 2017
Remuneration policy
Naspers’s biggest challenge is to attract, motivate and retain the best leaders,
entrepreneurs, creative engineers, operators and support staff. That is the only
way we can create shareholder value long term.

Policies and practices try to align the remuneration and incentives for executives
and employees to the group’s business strategy. Our companies are responsible
for developing their own policies within the overall group remuneration framework
and local laws, taking account of each company’s needs. Naspers has an integrated
and balanced approach to its reward strategy that aligns stakeholder interests.
Accordingly, individual reward components are linked to business-specific value
drivers of the group. Our primary objectives include directing employees’ energies to
key business goals and achieving the most effective returns for employee spend.

Group remuneration
framework
Remuneration throughout the
organisation has been designed to aid
the recruitment and retention of vital
skills in a competitive global market.
Our three-tier remuneration structure
provides a balance between:
• Guaranteed fixed pay for performing

the contractual role.

• Annual performance-related

incentives for achieving defined
financial and operational targets
(eg growth in consumer numbers,
consumer satisfaction, etc). Whereas
for executive directors these targets
are set at a Naspers group level, for
senior management these targets are
closely linked to the performance of
their specific business units.

• Long-term incentives (LTI): share
option and appreciation rights
(ARs) plans specific to the various
businesses that we operate and/or
Naspers N share options. These are
awarded to senior management and
other critical employees. Such plans
create an alignment between
executive pay and shareholder gains,
with senior management being
rewarded for their contribution to
the value creation of their business
unit or of Naspers as a whole. Share
options/appreciation rights in relevant
business units or Naspers N shares
are awarded at market value on the
day of the award and participants
receive any increase above this
market value over four or five years.
The idea is therefore to incentivise
them to create net new shareholder

value above the market value on the
day of the award.

In some rare cases restricted stock
units (RSUs) may be awarded to key
contributors at a relatively junior level
within the different business units.
The inclusion of RSUs in our
remuneration packages ensures that
we are attracting and retaining critical
talent, such as engineers and those
with specialist skills, within highly
competitive markets. RSUs are not
available to senior management.

The remuneration package of our
executive directors is designed to be
principally focused on equity-based
remuneration. This focuses them on
long-term value creation and aligns their
interests with that of shareholders.

Naspers Limited integrated annual report 2017
Remuneration report (continued)

Executive directors
Executive directors’ remuneration policy

Element and
purpose

Operation

Fixed pay
Comprises base salary
and additional benefits
or total cost to
company, depending
on where the
individual is located.

Levels reflect the
market value for the
role and individual
performance.

Fixed pay is delivered in the form of a base salary and
additional benefits.

Additional benefits include non-cash benefits and may
include pension, medical insurance, etc.

Levels are reviewed annually and assessed against
business performance, the scope and nature of the
role, relevant companies in the technology/media
sectors and local economic indicators such as inflation,
cost-of-living changes and the relevant labour market,
to ensure they are fair, sensible and market
competitive.

Annual performance-
related incentives
To incentivise the
achievement of
financial, operational
and personal
objectives.

Senior management is eligible to receive annual
performance-related awards under the discretionary
annual performance-related incentive scheme.

The performance-related incentive target for each
executive is agreed annually in advance of the financial
year, and is based on targets that are verifiable
and aligned to the business’s business plan, risk
management policy and strategy. Where targets are
not met at the end of the relevant financial year, no
annual performance-related incentive is paid.

Any annual performance-related incentive payouts
received under the plan will be paid in cash.

The committee may apply judgement to make
appropriate adjustments to an individual’s annual
performance-related incentive.

Performance

Maximum
opportunity

Performance of the
group and the
individual are key
considerations when
making increases to
base salary and/or
total cost to company.

There is no formal
maximum limit but
levels can vary year
on year depending on
business performance,
market circumstances,
employee benefits
provider costs
and individual
circumstances.

Subject to financial
performance measures,
and specific
operational and
personal performance
objectives which are
tailored to each role.

Maximum annual
performance-related
incentive levels are set
for executive directors.

GOVERNANCENaspers Limited integrated annual report 2017 Remuneration report (continued)

Element and
purpose

Operation

Performance

Long-term incentives
Long-term incentive
awards comprise a
significant portion of
total compensation.

Awards are normally granted annually in the
form of share options/appreciation rights in
relevant business units or Naspers N shares,
which creates an appropriate balance of
incentives across the Naspers portfolio.

They align the interests
of the executive
directors and
shareholders, aid in the
creation of shareholder
value over the long
term, and ensure that
the total compensation
package for executive
directors is
competitive enough
to attract and retain
talent from the
high-technology
industry.

The committee believes that using these types
of awards directly aligns the interests of the
executive and shareholder for each business
unit and creates direct line of sight.

Any share award is contingent on consistently
strong individual performance. As executives
and senior management receive only share
options or appreciation rights, they must drive
superior business performance, over the
vesting period, in order to realise a gain. The
vesting period for each award varies and is
typically four or five years, with one quarter
or one fifth of the award vesting annually.

We have set award guidelines, including: not
making awards during closed periods, no
backdating, and there is no repricing or
automatic regranting of underwater share
options/appreciation rights.

Share options/
appreciation rights in
relevant business units
or Naspers N shares
are awarded at market
value on the day of the
award and participants
receive any increase
above this market
value.

Executive directors can
receive the gain in the
share price over a
specified time period.
Performance is
therefore to create net
new shareholder value
above market value on
the day of the award.

Maximum
opportunity

A cap applies to the
number of share
options/appreciation
rights in relevant
business units or
Naspers N shares that
may be awarded in
aggregate and to any
individual. This is
determined with
reference to business
performance, external
market levels, individual
performance and the
required pay mix for
each executive
director.

Recruitment policy
For any new executive director, the
human resources and remuneration
committee may grant share-based
awards upon appointment. Any
share-based award made upon
appointment would be in the form of
a sign-on award or is typically there to
buy out share awards that were lost
when leaving a previous employer.
These awards may be made in addition
to normal share-based awards made in
the year.

Termination policy
There is no automatic entitlement to
annual performance-related incentives
or early vesting of share-based
incentives if an executive director leaves
the company. The treatment of annual

performance-related incentives and
long-term incentive awards is subject
to the set leaver provisions, as outlined
in the scheme documentation. If an
executive director resigns or is
dismissed, there is no entitlement to
any outstanding variable remuneration.

Service contracts
Executive directors’ service contracts
comply with terms and conditions of
employment in the local jurisdiction.
Contracts for executive directors do not
contain golden parachute clauses and
none automatically trigger a restraint
payment. No executive director has a
notice period of more than one year
and a predetermined compensation on
termination exceeding one year’s salary
and benefits.

Non-executive directors
Non-executive directors are subject
to regulations on appointment and
rotation in terms of the company’s
memorandum of incorporation and the
South African Companies Act.

Non-executive directors’ terms
of appointment
The board has clear procedures for
appointing and orientating directors.
The nomination committee periodically
assesses the skills represented on the
board and determines whether these
meet the company’s needs. Annual
self-evaluations are done by the board
and its committees. Directors are
invited to give their input in identifying
potential candidates. Members of the
nomination committee propose suitable

Naspers Limited integrated annual report 2017 Remuneration report (continued)

candidates for consideration by the board.
A fit and proper evaluation is performed
for each candidate.

to make an informed decision on their
election. The reappointment of non-
executive directors is not automatic.

Retirement and re-election of
directors
All non-executive directors are subject
to retirement and re-election by
shareholders every three years.
Additionally, non-executive directors are
subject to election by shareholders at
the first suitable opportunity for interim
appointments. The names of non-
executive directors submitted for election
or re-election are accompanied by brief
biographical details to enable shareholders

Non-executive directors’
remuneration policy
The fee structure for non-executive
directors has been designed to ensure
we appropriately compensate the
expertise of our board, given the highly
competitive markets we operate in,
and the global competition we face.

Non-executive directors receive annual
remuneration as opposed to a fee per
meeting, which recognises their ongoing

responsibility for efficient control of the
company. This is enhanced by compensation
for services on group board committees
and subsidiary boards, where a premium
is payable to the chairs of boards and
committees. Remuneration is reviewed
annually, and is not linked to the company’s
share price or performance. Non-executive
directors do not qualify for share allocations
under the group’s incentive schemes.
Supported by independent advice, the
human resources and remuneration
committee makes its recommendations to
the board, which annually recommends the
remuneration of non-executive directors
for approval by shareholders.

Implementation of the remuneration policy
Executive directors’
remuneration
Executive remuneration is guided by the
remuneration policy (refer to page 93)
and tailored for individual companies.

Long-term incentive (LTI) levels reflect the
fair value of share awards made in the
2016/2017 financial year. The committee
has looked to align the pay mix for each
executive director for their role within
Naspers.

Annual performance-related incentive
levels are set for each executive director.
For Bob van Dijk, the annual performance-
related incentive maximum is calculated
based on 100% of base salary. For Basil
Sgourdos, the cap is calculated at 75%
of total cost to company and for Mark
Sorour, whose incentives are based on
deals and may thus be lumpy across
various years, the maximum is 200%
of total cost to company.

Bob van Dijk (chief executive),
Basil Sgourdos (financial officer) and Mark
Sorour (chief investment officer), all receive
a fixed salary. Base salary or total cost to
company are effective 1 April 2016.

Fixed pay

Executive director

Bob van Dijk(3)

Basil Sgourdos(4)

Mark Sorour(4)

Financial
year

Fixed pay
(US$’000)

2016
2017

1 028
1 104

799
828

582
682

% change
(excluding
annual
performance-
related
incentive, but
including
pension)

Actual
annual
performance-
related
incentive
(US$’000)(1)

Pension
contribution
paid on
behalf of
director to
pension
scheme
(US$’000)

Total
(US$’000)

LTI fair
value
(US$’000)(2)

11.2

4.44

4.0

568
973

337
443

1 199
1 718

77
125

94
105

298
233

1 673
2 202

1 230
1 376

2 079
2 633

0
10 403

848
1 752

1 308
958

Notes
(1) Annual performance-related incentive paid out in respect of each financial year.
(2) The fair value of long-term incentives awarded during each financial year. Details of the separate awards can be found in the shareholding table on page 98.
(3) The fixed pay figure for Bob van Dijk for FY16 includes base salary and allowances. There are no allowances in FY17.
(4) For Basil Sgourdos and Mark Sorour fixed pay is equivalent to total cost to company.

GOVERNANCENaspers Limited integrated annual report 2017 Remuneration report (continued)

During the year, levels of base salary and
total cost to company (where relevant)
continued to vary across the jurisdictions
where we operate. In determining any
increases for executive directors we
considered business performance and
local economic indicators, overall
movement in the local (and, where
appropriate, regional and global) labour
market. During the year group companies
made contributions for executive
directors to appropriate pension

schemes. The rate of contribution is
variable and is considered in total
compensation, based on the pensionable
salary of these individuals.

Annual performance-related
incentives
Annual performance payments made in
respect of the 2016/2017 performance
year for Basil Sgourdos, Mark Sorour
and Bob van Dijk were based on a

combination of financial, operational
and discrete personal objectives,
approved by the human resources and
remuneration committee. For Bob van
Dijk and Basil Sgourdos these financial
objectives had a weighting of 50% of
maximum annual performance-related
incentive and for Mark Sorour the
weighting is 30% of maximum annual
performance-related incentive.

The annual performance-related incentive outcomes relating to financial performance are summarised in the table below:

Bob van Dijk

Basil Sgourdos

Mark Sorour

FY16

FY17

FY16

FY17

FY16

FY17

Financial objective

Group financial results
Operational and
personal objectives
Total

Maximum
%

Actual %
achieved

Maximum
%

Actual %
achieved

Maximum
%

Actual %
achieved

Maximum
%

Actual %
achieved

Maximum
%

Actual %
achieved

Maximum
%

Actual %
achieved

100

12.5

39.5(1)

50(2)

75(2)

22.5

47.5

195

200

2.5

133.5

136

185

200

173

188

Notes
(1) Includes additional exceptional incentive awarded to recognise work on corporate financing of US$100 000.
(2) Includes 25% incentive related to corporate financing. There were no corporate financing transactions in FY17.

The operational and personal
performance objectives are tailored
to each role. The measures for Bob
van Dijk are focused around the
performance of specific business units.
These include financial performance,
customer acquisition and retention
and other metrics indicating business
growth.

Basil Sgourdos’s operational and
personal performance objectives are
tailored towards his role as chief
financial officer and include reporting,
budget and planning, funding, control
environment, taxation and governance
performance objectives.

Mark Sorour is responsible for mergers,
acquisitions and divestitures and
therefore holds a role with a direct
and significant impact on the group’s
success. Therefore, 70% of his annual
performance-related incentive is subject
to a matrix whereby various deals
attract different performance objectives.

Annual performance-related incentives
will continue to be measured against a
combination of financial objectives and
operational and personal objectives
which are chosen to be specific for
each role’s annual focus.

Long-term incentives
The mix of LTI between Naspers N
options and appreciation rights in the
underlying businesses aligns executive
remuneration with shareholder returns
over time. It is important to note that
executive directors receive Naspers N
share options/appreciating rights only
at market value (which means that the
incentive will only contribute if new
value is created for the company), and
do not receive any restricted stock
units.

Naspers Limited integrated annual report 2017 Remuneration report (continued)

Awarded during the financial year
During the year a number of share options/appreciation rights in relevant business units and Naspers N ordinary shares were awarded
to the executive directors. The value of these awards is outlined below:

Bob van Dijk
Basil Sgourdos
Mark Sorour

Naspers N options

Appreciation rights

Number of
options

Fair value
(US$’000)

147 906
9 691
7 787

10 403
740
595

Number of
appreciation
rights

0
162 999
58 263

Fair value
(US$’000)

0
1 012
363

Full details of awards offered during the financial year are included in the table that provides details of directors’ participation in the
group’s share incentive schemes outstanding (not yet released) at 31 March 2017 and in note 17: Related party transactions and
balances on pages 72 to 74 of the consolidated annual financial statements.

Executive directors had a combination of share options/appreciation rights in relevant business units and Naspers N shares vesting
(released) to them during the year, as outlined in the table below.

Awards released during the period 1 April 2016 to 31 March 2017

Bob van Dijk
Basil Sgourdos
Mark Sorour

Naspers N options

Appreciation rights

Number of
options

Fair value
(US$’000)

Number of
appreciation
rights

284 031
27 325
53 347

10 551
415
1 011

1 606 333
10 793
38 564

Fair value
(US$’000)

8 264
57
249

Full details of the individual awards released in FY17 can be found in Annexure A of this report, on pages 103 and 104.

GOVERNANCENaspers Limited integrated annual report 2017
Remuneration report (continued)

Outstanding awards not yet released
Outstanding share awards not yet released, including those made within the financial year, are summarised in the table below:

Bob van Dijk
Basil Sgourdos
Mark Sorour

Naspers N options

Appreciation rights

Number of
options

Fair value
(US$’000)

715 969
69 583
113 875

34 027
2 927
4 402

Number of
appreciation
rights

4 819 006
206 175
182 084

Fair value
(US$’000)

28 974
1 286
1 257

Executive directors who retire and become non-executive directors are allowed to retain their share options/appreciation rights
under the rules of the group’s share-based incentive schemes only if they serve on group boards.

Full details of directors’ participation in the group’s share incentive schemes outstanding (not yet released) at 31 March 2017
can be found in note 17: Related party transactions and balances on pages 72 to 74 of the consolidated annual financial
statements.

Group share-based incentive
schemes
The group’s share-based incentive
schemes are set out in equity
compensation benefits in the notes
to the annual financial statements
on www.naspers.com.

At 31 March 2017 the group held
3 293 211 (2016: 3 393 909) Naspers
N ordinary shares as treasury shares

to settle outstanding options under
certain group share incentive schemes.
The expected dilutive effect of these
treasury shares on the group’s earnings,
on a per-share basis, was 2 US cents
per N ordinary share (2016: 1 US cent).

In accordance with schedule 14 of the
JSE Limited Listings Requirements and
the South African Companies Act, at the
annual general meeting in August 2011

shareholders approved that up to
40 588 541 Naspers N ordinary shares
(some 10% of Naspers’s N ordinary
share capital at 31 March 2010) may
be issued for the group’s share-based
incentive schemes. During the financial
year to 31 March 2017, 345 138 new
N ordinary shares had been so issued,
resulting in a total of 29% of the
approved 40 588 541 Naspers N
ordinary share capital being used to date.

Naspers Limited integrated annual report 2017
Remuneration report (continued)

Non-executive directors
Non-executive directors’ fees
Using the services of an external consultant, two points of reference are used to develop a proposal for non-executive directors’ fee
structure:
• board compensation of Naspers’s industry peers internationally, ie competitors in the same broad field and of relevant scale, and
• average board compensation of the Top 10 JSE companies.

Non-executive directors’ fees reflect a 5% year-on-year increase for FY18. This was approved by shareholders at the annual general
meeting in August 2016. The proposal for FY19, details of which are included in the notice of the annual general meeting on page 114
of this report, is an increase of up to 5% year on year.

Board
Chair
Member
Daily fees when travelling to and attending meetings outside home country

Committees
Audit committee

Risk committee

Human resources and remuneration committee

Nomination committee

Social and ethics committee

31 March 2017
US$

31 March 2018
US$

430 000
172 000
3 500

106 050
42 420

63 000
25 200

74 550
29 820

40 163
16 065

55 125
22 050

452 000
180 800
3 500

111 350
44 540

66 150
26 460

78 250
31 300

42 175
16 870

57 875
23 150

Chair
Member

Other
Trustee of group share schemes/other personnel funds

R46 400

R48 720

The non-executive chair does not receive additional remuneration for attending meetings, or being a member of or chairing any
committee of the board, or attending Tencent board and committee meetings.

100

GOVERNANCENaspers Limited integrated annual report 2017
Remuneration report (continued)

Non-executive directors’ fees (continued)
Non-executive directors’ emoluments for the financial year to 31 March 2017

2017

Committee and
trustee fees

Directors’ fees

Other fees(2)

Directors’ fees(1)

2016

Committee and
trustee fees

Other fees

Paid
by
com-
pany
US$’000

Paid
by
sub-
sidiary
US$’000

Paid
by
com-
pany
US$’000

Paid
by
sub-
sidiary
US$’000

Paid
by
com-
pany
US$’000

Paid
by
sub-
sidiary
US$’000

Total
2017
US$’000

Paid
by
com-
pany
US$’000

Paid
by
sub-
sidiary
US$’000

Paid
by
com-
pany
US$’000

Paid
by
sub-
sidiary
US$’000

Paid
by
com-
pany
US$’000

Paid
by
sub-
sidiary
US$’000

Total
2016
US$’000

504
–

246
218
232
218
218
218

232
246

242
221

20
–

–
47
–
61
–
20

–
31

–
–

218
3 013

–
179

–
–

–
224
–
180
22
22

–
25

46
–

68
587

–
–

–
36
–
26
–
12

–
14

–
–

–
88

–
–

–
–
–
–
–
–

–
–

50
–
–
–
275
–

50
187

–
–

–
562

524
–

296
525
232
485
515
272

282
503

288
221

480
–

217
206
–
206
206
192

231
234

234
234

20
–

–
46
–
59
–
20

–
35

–
–

286
4 429

206
2 646

–
180

–
–

–
209
–
161
21
21

–
24

42
–

64
542

–
–

–
35
–
9
–
11

–
15

–
–

–
70

–
–

–
–
–
–
–
–

–
–

50
–
–
–
–
–

50
185

–
–

–
285

500
–

267
496
–
435
227
244

281
493

276
234

270
3 723

Non-
executive
directors

J P Bekker
H J du Toit(1)
C L
Enenstein(2)
D G Eriksson
G Liu(1)
R C C Jafta
F L N Letele(2)
D Meyer
R Oliveira de
Lima(2)
S J Z Pacak(2)
T M F
Phaswana
J D T Stofberg
B J van der
Ross

Notes
(1) Appointed 1 April 2016. Hendrik du Toit elected not to receive directors’ fees.
(2) Compensation for assignments.

General notes
Directors’ fees include fees for services as directors, where appropriate, of Media24 Holdings Proprietary Limited, MultiChoice South Africa Holdings Proprietary Limited and
NMS Insurance Services Limited. An additional fee may be paid to directors for work done as directors with specific expertise.

Committee fees include fees for attending meetings of the audit committee, risk committee, human resources and remuneration committee, nomination committee, and social
and ethics committee. Committee and trustee fees include, where appropriate, fees to be considered by shareholders at the annual general meeting on 25 August 2017 for
services as trustees of the group share-based schemes.

Non-executive directors are subject to regulations on appointment and rotation in terms of the company’s memorandum of incorporation and the South African Companies Act.

101

Naspers Limited integrated annual report 2017 Remuneration report (continued)

Directors’ interest in Naspers shares
The directors of Naspers have the following interests in Naspers A ordinary shares on 31 March 2017:

31 March 2017

Naspers A ordinary shares

Beneficial

31 March 2016

Naspers A ordinary shares

Beneficial

Name

Direct

Indirect

Total

Direct

Indirect

Total

J D T Stofberg
General note
Koos Bekker and Cobus Stofberg each have an indirect 25% interest in Wheatfields 221 Proprietary Limited, which controls 168 605 Naspers Beleggings (RF) Beperk ordinary shares,
16 860 500 Keeromstraat 30 Beleggings (RF) Beperk ordinary shares and 169 865 Naspers A ordinary shares. No other director of Naspers had any direct interest in Naspers A
ordinary shares at 31 March 2017 or 31 March 2016.

166

–

166

–

The directors of Naspers (and their associates) had the following interests in Naspers N ordinary shares as at 31 March:

Name

J P Bekker
H J du Toit(1)
C L Enenstein
D G Eriksson
R C C Jafta
G Liu(1)
F L N Letele
D Meyer
R Oliveira de Lima
S J Z Pacak(2)(4)
T M F Phaswana
V Sgourdos(4)
M R Sorour(3)(4)
J D T Stofberg
B J van der Ross
B van Dijk(4)

31 March 2017

31 March 2016

Naspers N ordinary shares

Beneficial

Direct

–
–
–
–
–
–
737
–
–
612 635
–
–
1 262
159 831
–
–

774 465

Indirect

4 688 691
–
–
–
–
–
–
–
–
237 548
3 530
59 277
23 680
291 888
400
284 031

5 589 045

Total

4 688 691
–
–
–
–
–
737
–
–
850 183
3 530
59 277
24 942
451 719
400
284 031

6 363 510

Direct

–
–
–
–
–
–
737
–
–
646 510
–
–
900
159 831
–
–

807 978

Indirect

4 688 691
–
–
–
–
–
–
–
–
252 548
3 530
31 952
11 128
291 888
400
–

5 280 137

Total

4 688 691
–
–
–
–
–
737
–
–
899 058
3 530
31 952
12 028
451 719
400
–

6 088 115

Notes
(1) Appointed 1 April 2016.
(2) On 12 July 2016 Steve Pacak sold 24 000 Naspers N ordinary shares at a market price of R2 200.00 per share in the MIH Services fz llc Share Trust (formerly MIH (Mauritius)

Limited share trust). On 15 December 2016 Steve sold 27 875 Naspers N ordinary shares at average market prices ranging between R1 985.00 and R1 995.00 per share in the
MIH Services fz llc Share Trust (formerly MIH (Mauritius) Limited share trust). On 15 December 2016, 32 125 Naspers N ordinary shares were delivered to Steve upon payment of
the amount of R5 621 875.00 to the MIH Services fz llc Share Trust (formerly MIH (Mauritius) Limited share trust). On 30 November 2016 Steve’s family trust sold 2 000 Naspers
N ordinary shares at average market prices ranging between R2 095.01 and R2 086.00 per share. Furthermore, on 1 December 2016 the family trust sold 5 500 Naspers N
ordinary shares at average market prices ranging between R2 056.50 and R2 039.51 per share.

(3) On 23 February 2017 Mark Sorour sold 40 795 Naspers N ordinary shares at average market prices ranging between R2 190.00 and R2 193.65 per share in the MIH Holdings

Share Trust. On 30 December 2016 Mark’s spouse purchased 245 Naspers N ordinary shares at an average market price of R2 017.99 per share. On 8 March 2017 Mark’s spouse
purchased 117 Naspers N ordinary shares at an average market price of R2 142.99 per share. Mark’s beneficial interest was reduced following the sale of 8 134 N ordinary
Naspers shares by his investment manager on 14 August 2015 at average market prices ranging between R1 718.00 and R1 755.00 per share. The 2016 comparative figures have
been adjusted to reflect this transaction.

(4) Includes Naspers N ordinary shares that have been released in terms of the MIH Services fz llc Share Trust (formerly the MIH (Mauritius) Limited share trust) and the MIH Holdings

Share Trust.

On 21 April 2017 Emilie Choi was appointed an independent non-executive director. Emilie holds no Naspers A or N ordinary
shares. There have been no further changes to the directors’ interests in the table above between the end of the financial year and
23 June 2017.

102

GOVERNANCENaspers Limited integrated annual report 2017 Remuneration report (continued)

Annexure A
Long-term incentives

Awards released during the period 1 April 2016 to 31 March 2017

Name

Incentive scheme

Offer date

Release
date

Number
of ARs

Purchase
price

Value of

option(1)

M R Sorour(2)

MIH Holdings Share Incentive
Scheme (Naspers shares)

19/09/2011

19/09/2016

11 128

R350.00

R175.85

MIH Holdings Share Incentive
Scheme (Naspers shares)

02/07/2012

02/07/2016

18 539

R436.83

R176.49

11/07/2013

11/07/2016

13 680

R770.00

R276.34

28/03/2014

28/03/2017

10 000

R1 155.00

R483.39

Flipkart Limited SAR

10/09/2014

10/09/2016

617

US$63.64

US$21.20

Flipkart Limited SAR

11/09/2015

11/09/2016

942

US$63.64

US$19.81

Naspers Global Ecommerce SAR 12/09/2014

12/09/2016

13 493

US$15.58

US$4.48

Naspers Global Ecommerce SAR 17/09/2015

17/09/2016

8 606

US$18.59

US$4.99

MIH China/MIH TC 2008 SAR

17/01/2014

17/01/2017

8 000

US$42.95

US$10.43

SimilarWeb Limited SAR

10/09/2014

10/09/2016

344

US$1.45

US$0.44

SimilarWeb Limited SAR

17/09/2015

17/09/2016

1 497

US$6.68

US$2.37

Konga SAR

11/09/2015

11/09/2016

1 166

US$8.57

US$2.67

Showmax SAR

18/09/2015

18/09/2016

2 222

US$18.00

US$7.87

Souq SAR

11/09/2015

11/09/2016

583

US$17.15

US$3.80

Takealot SAR

11/09/2015

11/09/2016

1 094

R111.04

US$41.90

103

Naspers Limited integrated annual report 2017 Remuneration report (continued)

Name

Incentive scheme

Offer date

Release
date

Number
of ARs

Purchase
price

Value of

option(1)

V Sgourdos

MIH Services fz llc Share Trust
(formerly MIH (Mauritius) share
incentive scheme) (Naspers
shares)

19/09/2011

19/09/2016

7 082

R350.00

R171.45

02/07/2012

02/07/2016

11 123

R436.83

R169.68

11/07/2013

11/07/2016

9 120

R770.00

R289.65

Naspers Global Ecommerce SAR 17/09/2015

17/09/2016

9 682

US$18.59

US$4.99

Showmax SAR

18/09/2015

18/09/2016

1 111

US$18.00

US$7.87

B van Dijk

MIH Services fz llc Share Trust
(formerly MIH (Mauritius) share
incentive scheme) (Naspers
shares)

11/07/2013

11/07/2016

6 698

R770.00

R289.65

28/03/2014

28/03/2017

277 333

R1 155.00

R503.76

Flipkart Limited SAR

10/09/2014

10/09/2016

73 170

US$63.64

US$21.20

Naspers Global Ecommerce SAR 12/09/2014

12/09/2016 1 493 226

US$15.58

US$4.48

SimilarWeb Limited SAR

10/09/2014

10/09/2016

39 937

US$1.45

US$0.44

Notes
(1) The value of the option represents the fair value on grant date in accordance with IFRS.
(2) On 23 February 2017 Mark Sorour sold 40 795 Naspers N ordinary shares at average market prices ranging between R2 190. 00 and R2 193.65 per share in the MIH Holdings

Share Trust.

104

GOVERNANCENaspers Limited integrated annual report 2017 Nomination committee report

for the year ended 31 March 2017

This is the report of the nomination
committee for the financial year ended
31 March 2017.

The committee has a charter approved
by the board.

Members of the committee and
attendance at meetings
The committee comprises a minimum
of three non-executive directors, the
majority of whom are independent. The
chair of the committee is the chair of
the board. The chief executive, financial
director, and chief people officer attend

the meetings by invitation. The
committee held five meetings during
the past financial year.

The names of the members who were
in office during the financial year and
the details of the committee meetings
attended by each of the members are:

Name of committee member

Koos Bekker
Rachel Jafta
Fred Phaswana

Cobus Stofberg(1)
Note
(1) Alternate.

Five meetings were
held during the year.
Attendance:

5
5
5

Purpose
The key responsibilities of the
committee include, but are not limited
to, assisting the board to determine
and regularly review the size, structure,
composition and effectiveness of the
board and its committees in the
context of the company’s strategy.

Duties carried out
The duties completed by the
committee this financial year have
included:
• Assessment of the composition

of the board to execute its duties
effectively.

• Developing a diversity policy at board
level that encompasses aspects of
diversity, including, but not limited
to, making good use of differences in
the skills, geographical and industry
experience, background, race, gender
and other distinctions between
members of the board. No specific

targets have been set in terms of
race or gender. The diversity policy
was approved by the board in
November 2016. Following the
approval by the board of the diversity
policy, the recommendation of the
appointment of an independent
non-executive director, Emilie Choi,
to the board (effective 21 April
2017) and to the risk committee
was considered and recommended
to the board. The appointment was
approved by the board.

• The review and recommendation
of the audit committee members
to the annual general meeting for
shareholder approval.

• The effectiveness of the board, its
members and the committees is
assessed through a board evaluation
process.

• A formal succession plan is

developed for the chief executive
officer and senior management.

Category

Non-executive
Independent non-executive
Independent non-executive
(lead independent)
Non-executive

Conclusion
Following the review by the committee
for the year ended 31 March 2017, the
committee is of the view that, in all
material respects, the committee has
fulfilled its remit for the financial year.

Koos Bekker
Chair: Nomination committee

23 June 2017

105

Naspers Limited integrated annual report 2017
Social and ethics committee report

for the year ended 31 March 2017

The purpose of this report is to outline
how the social and ethics committee has
discharged its responsibilities as set out
in section 72 of the South African
Companies Act No 71 of 2008, as
amended (the Act), and regulation 43 of
the Companies Regulations 2011 (the
regulation), issued in terms of the Act.

Members of the committee and
attendance at meetings
The social and ethics committee
comprises non-executive and executive
directors, and certain key members of
management. This committee met three
times during the financial year. The
company secretary also acts as the
secretary of the committee. The chair

of the board, general manager: finance,
head of risk management support and
internal audit, and group general counsel
attend the meetings by invitation.

The names of the members who were
in office during the financial year and
the details of the committee meetings
attended by each of the members are:

Name of committee member

Three meetings were
held during the year.
Attendance:

Don Eriksson
Rachel Jafta
Nolo Letele(1)
Debra Meyer
Basil Sgourdos
Bob van Dijk
Esmaré Weideman
Note
(1) Appointed on 22 March 2017 as acting chief executive of the MultiChoice South Africa group.

3
3
3
3
3
3
3

Category

Independent non-executive
Independent non-executive
Executive
Independent non-executive
Executive
Executive
Executive

Responsibilities
The committee’s responsibilities cover the
group’s South African operations: Naspers,
MultiChoice, Media24 and MIH
e-commerce Holdings. Its mandate, set
out in its charter, is aligned with the
committee’s statutory responsibilities as
set out in the regulation. The committee
monitors:
• Social and economic development,

including the company’s status against
the goals and purposes of the:
– 10 principles in the United Nations

Global Compact

– Organisation for Economic

Co-operation and Development
(OECD) recommendations on
corruption

– Employment Equity Act, and
– Broad-based Black Economic

Empowerment Act.

• Corporate citizenship, including the

company’s:
– promotion of equality, prevention

of unfair discrimination, and reduction
of corruption

– contribution to development of the

communities in which its activities are
predominantly conducted or within
which its products or services are
predominantly marketed, and
– record of sponsorship, donations

and charitable giving.

• Environmental, health and public safety
matters, including the impact of the
company’s activities and of its products
or services.

• Consumer relationships, including the
company’s advertising, public relations
and compliance with consumer
protection laws.

• Labour and employment, including:

– the company’s standing in terms of

the International Labour Organization
Protocol (ILO) on decent work
and working conditions, and
– the company’s employment

relationships and its contribution
toward the educational development
of its employees.

• Matters within its mandate to be

brought to the attention of the board
as the occasion requires.

• Matters within its mandate to be

reported to shareholders.

106

GOVERNANCENaspers Limited integrated annual report 2017 Social and ethics committee report

for the year ended 31 March 2017
(continued)

Discharge of responsibilities
The committee reviewed:
• Employment equity plans for its

South African businesses.

• Performance in regard to BEE as

measured against the Department of
Trade and Industry’s generic BBBEE
scorecard.

• Skills and other development
programmes aimed at the
educational development of its
employees.

• Employment philosophy and how it is
founded on promoting equality and
preventing unfair discrimination.
• Labour practices and policies, and
how these compare to the ILO
protocol on decent working
conditions.

• Corporate social investment

programmes, including details of
donations and charitable giving.
• The progress of the South African

businesses in addressing the
principles of the UN Global
Compact and OECD.

• Consumer relationships, including
the company’s advertising, public
relations, and compliance with
consumer protection laws.

• Overlap of responsibilities with other
board committees and how they
have been discharged.

• A register that addresses our social
impact and business ethics and the
statutory responsibilities of the
committee associated with the South
African companies, including
combined assurance responses.

Conclusion
The committee is of the view that the
group takes its environmental, social and
governance responsibilities seriously.
Appropriate policies, plans and
programmes are in place to contribute
to social and economic development,
good corporate citizenship,
environmental responsibility, fair labour
practices and good consumer relations.

No substantive non-compliance with
legislation and regulation, or non-
adherence with codes of best practice,
relevant to the areas within the
committee’s mandate, has been brought
to its attention. Based on its monitoring
activities to date, the committee has
no reason to believe that any such
non-compliance or non-adherence
has occurred.

The committee recognises that the
areas within its mandate are evolving
and that management’s responses
too will adapt to changes in the
environmental, social and governance
agenda.

The committee determined that,
during the financial year under review,
it had discharged its legal and other
responsibilities as outlined in terms of
its remit, details of which are included
in the full corporate governance report
on www.naspers.com.
The board
concurred with this assessment.

Don Eriksson
Chair: Social and ethics committee

23 June 2017

107

Naspers Limited integrated annual report 2017 Audit committee report

for the year ended 31 March 2017

The audit committee submits this report,
as required by section 94 of the South
African Companies Act 71 of 2008
(the Act).

Functions of the audit committee
The committee has adopted formal terms
of reference, delegated by the board of
directors, as set out in its charter. It has
discharged the functions in terms of its
charter and the Act as follows:
• Reviewed the interim, provisional,
annual financial statements and
integrated annual report, culminating
in a recommendation to the board to
adopt them. In the course of its review,
the committee:
– took appropriate steps to ensure the
financial statements were prepared
in accordance with International
Financial Reporting Standards (IFRS)
and in the manner required by the
Act

– considered and, when appropriate,
made recommendations on internal
financial controls

– dealt with concerns or complaints on
accounting policies, internal audit, the
auditing or content of annual financial
statements, and internal financial
controls, and

– reviewed legal matters that could

have an impact on the organisation’s
financial statements.

• Reviewed external audit reports on
the consolidated and separate annual
financial statements.

• Reviewed the board-approved internal

audit charter.

• Reviewed and approved the internal

and external audit plans.

• Reviewed internal audit and risk
management reports and, where
relevant, made recommendations to
the board.

• Evaluated the effectiveness of risk

management, controls and governance
processes.

• Verified the independence of the
external auditor, nominated
PricewaterhouseCoopers Inc. as auditor
for 2017 and noted the appointment of
Brendan Deegan as the designated auditor.

• Approved audit fees and engagement

terms of the external auditor.

• Determined the nature and extent
of allowable non-audit services and
approved contract terms for non-audit
services by the external auditor.
• Reviewed the JSE’s report on the
proactive monitoring of financial
statements.

Members of the audit committee
and attendance at meetings
The audit committee consists of the
independent non-executive directors and
meets at least three times per year in
accordance with its charter. All members act
independently as described in section 94 of
the Act. During the year under review four
meetings were held. The internal and
external auditors, in their capacity as auditors
to the group, attended and reported at all
meetings of the audit committee. The group
risk management function was also
represented. The chair of the board, chief
executive, financial director, general manager:
finance, group general counsel and one of
the non-executive directors attend the
meetings by invitation.

The names of the members who were in office during the financial year and the details of the audit committee meetings attended
by each of the members are:

Name of committee member

Qualifications

Four meetings were
held during the year.
Attendance:

Don Eriksson
Rachel Jafta
Ben van der Ross

CTA (Wits) and CA(SA)
MEcon and PhD (SU)
Dip Law (UCT)

4
4
4

Category

Independent non-executive
Independent non-executive
Independent non-executive

108

GOVERNANCENaspers Limited integrated annual report 2017 Audit committee report (continued)

for the year ended 31 March 2017

The board and the nomination
committee unanimously recommend
to shareholders at the annual general
meeting that the current committee
members be re-elected. All audit
committee members served on the
committee for the full financial year.

Internal audit
The audit committee has oversight
of the group’s financial statements and
reporting process, including the system
of internal financial control. It is
responsible for ensuring that the group’s
internal audit function is independent
and has the necessary resources,
standing and authority in the
organisation to discharge its duties.
The committee oversees cooperation
between internal and external auditors,
and serves as a link between the board
of directors and these functions. The
head of internal audit reports
functionally to the chair of the
committee and administratively to
the financial director.

Confidential meetings
Audit committee agendas provide
for confidential meetings between
committee members and the internal
and external auditors.

Independence of the
external auditor
During the year the audit
committee reviewed a representation
by the external auditor and, after
conducting its own review, confirmed
the independence of the auditor.

Expertise and experience of
the financial director and the
finance function
As required by the JSE Listings
Requirement 3.84(h), the audit
committee has satisfied itself that the
financial director has appropriate
expertise and experience.

In addition, the committee satisfied itself
that the composition, experience and
skills set of the finance function met the
group’s requirements.

Discharge of responsibilities
The committee determined that, during
the financial year under review, it had
discharged its legal and other
responsibilities as outlined in terms of
its remit, details of which are included in
the full corporate governance report
on www.naspers.com.
The board
concurred with this assessment.

Don Eriksson
Chair: Audit committee

23 June 2017

109

Naspers Limited integrated annual report 2017 Risk committee report

for the year ended 31 March 2017

This is the report of the risk committee
for the financial year ended 31 March
2017. The committee’s purpose is to
assist the board to discharge its
responsibilities with regard to the
governance of risk through formal
processes, including an enterprise-wide
risk management process and system.

Purpose
We have integrated King III
recommendations, and these along with
identified group requirements make up the
overall function of the committee, being:
• Reviewing and approving the risk

management policy and plan developed
by management.

• Monitoring implementation of the risk

management policy and plan.

• Making recommendations to the board
concerning risk indicators, levels of risk
tolerance and appetite.

• Monitoring that risks are reviewed by
management and ensuring that risk
management assessments are
performed regularly by management.

Further detail is included in the full
corporate governance report on
www.naspers.com.

Members of the risk committee
and attendance at meetings
The committee is appointed by the
board. During the financial year, the risk
committee consisted of three
independent non-executive directors, one
non-executive director, as well as the chief
executive and financial director, and meets
at least three times per year in accordance
with its charter. The chair of the board,
general manager: finance, group general
counsel and the head of risk management
support and internal audit attend the
meetings by invitation. During the year
under review four meetings were held.

The names of the members who were in office during the financial year and the details of the risk committee meetings attended by
each of the members are:

Four meetings were held during
the year.
Attendance:

4
4
4
4
4
4

Category

Independent non-executive
Independent non-executive
Non-executive
Executive
Independent non-executive
Executive

independent advice and to act as an
independent guardian to the risk
committee on PayU-related matters.
PayU risk advisory committee comprises
four executive members and three (or
more) non-executive members. These
committees report to the Naspers
risk committee.

Discharge of responsibilities
The committee determined that, during
the financial year under review, it had
discharged its responsibilities as outlined
in terms of its remit, details of which are
included in the full corporate governance
report on www.naspers.com.
The
board concurred with this assessment.

An ongoing enterprise-wide risk
assessment process supports the group.
This ensures risks are adequately
identified, evaluated and managed at the
appropriate level in each business, and
that their individual and joint impact on
the Naspers group is considered. Internal
audit assists in evaluating the effectiveness
of the risk management process and
comments on this in its own assessment
report.

The committee has presented the risk
summary within the integrated annual
report on page 26.

Don Eriksson
Chair: Risk committee

23 June 2017

Name of committee member

Don Eriksson
Rachel Jafta
Steve Pacak
Basil Sgourdos
Ben van der Ross
Bob van Dijk

Subsequent to the year-end, Emilie Choi
was appointed as a new member of the
risk committee on 21 April 2017. All risk
committee members served on the
committee for the full financial year.

Key areas of focus
The committee assists the board in
recognising all material risks to which
the group is exposed and ensuring that
the culture, policies and systems are
implemented and functioning effectively.
Management is accountable to the board
for implementing and monitoring the
processes of risk management and
integrating this into day-to-day activities.
Risk committees are established at
MultiChoice and Media24. During
the financial year, a PayU risk advisory
committee was established by the
risk committee to ensure that PayU
management receives external

110

GOVERNANCENaspers Limited integrated annual report 2017
Shareholder and
corporate
information

111

Naspers Limited integrated annual report 2017 Administration and corporate information

Company secretary
Gillian Kisbey-Green
MultiChoice City
144 Bram Fischer Drive
Randburg 2194
South Africa
Gillian.Kisbeygreen@naspers.com

Registered office
40 Heerengracht
Cape Town 8001
South Africa
PO Box 2271
Cape Town 8000
South Africa
Tel: +27 (0)21 406 2121
Fax: +27 (0)21 406 3753

Registration number
1925/001431/06
Incorporated in South Africa

Auditor
PricewaterhouseCoopers Inc.

Transfer secretaries
Link Market Services South Africa
Proprietary Limited
(Registration number: 2000/007239/07)
PO Box 4844
Johannesburg 2000
South Africa
Tel: +27 (0)11 630 0800
Fax: +27 (0)11 834 4398

ADR programme
Bank of New York Mellon maintains
a Global BuyDIRECTSM plan for Naspers
Limited.
For additional information, visit Bank
of New York Mellon’s website at
www.globalbuydirect.com or call
Shareholder Relations at 1-888-BNY-
ADRS or 1-800-345-1612 or write to:
Bank of New York Mellon
Shareholder Relations Department –
Global BuyDIRECTSM
Church Street Station
PO Box 11258, New York,
NY 10286-1258
USA

Sponsor
Investec Bank Limited
(Registration number: 1969/004763/06)
PO Box 785700, Sandton 2146
South Africa
Tel: +27 (0)11 286 7326
Fax: +27 (0)11 286 9986

Attorneys
Werksmans Inc.
PO Box 1474
Cape Town 8000
South Africa

Webber Wentzel (in alliance
with Linklaters)
PO Box 61771
Marshalltown
Johannesburg 2107
South Africa

Investor relations
Meloy Horn
InvestorRelations@naspers.com
Tel: +27 (0)11 289 3320
Fax: +27 (0)11 289 3026

112

SHAREHOLDER AND CORPORATE INFORMATIONNaspers Limited integrated annual report 2017
Analysis of N ordinary shareholders at 31 March 2017

Analysis of N ordinary shareholders

Size of holdings

1 – 100 shares
101 – 1 000 shares
1 001 – 5 000 shares
5 001 – 10 000 shares
More than 10 000 shares

Number of shareholders Number of N ordinary shares owned

51 868
24 422
3 316
633
1 490
81 729

1 861 101
7 687 308
7 115 271
4 660 309
416 941 264
438 265 253

The following shareholders hold 5% and more of the N ordinary issued share capital of the company:

Name

% of N ordinary shares held Number of N ordinary shares owned

Public Investment Corporation of South Africa

13.97

61 210 487

Public shareholder spread (N ordinary shares)
To the best knowledge of the directors, the spread of public shareholders in terms of section 4.25 of the JSE Limited Listings
Requirements at 31 March 2017 was 97.03%, represented by 81 718 shareholders holding 425 224 456 N ordinary shares in
the company. The non-public shareholders of the company comprising 11 shareholders representing 13 040 797 N ordinary
shares are analysed as follows:

Category

Number of N ordinary shares % of N ordinary issued share capital

Naspers share-based incentive schemes
Directors
Group companies

3 293 211
6 315 260
3 432 326

Shareholders’ diary

Annual general meeting
Reports

Interim for half-year to September

Announcement of annual results
Annual financial statements
Dividend
Declaration
Payment
Financial year-end

0.75
1.44
0.78

August

November
June
July

August
September
March

113

Naspers Limited integrated annual report 2017

Notice of annual general meeting

Notice is hereby given in terms of
the Companies Act No 71 of 2008, as
amended (the Act), that the 103rd annual
general meeting of Naspers Limited (the
company or Naspers) will be held on the
17th floor of the Media24 Centre,
40 Heerengracht in Cape Town, South
Africa on Friday 25 August 2017 at 11:15.

Record date, attendance
and voting
The record date for the meeting (being
the date used for the purpose of
determining which shareholders are
entitled to participate in and vote at the
meeting) is 11 August 2017.

Votes at the annual general meeting will
be taken by way of a poll and not on a
show of hands.

A shareholder entitled to attend and vote
at the meeting is entitled to appoint a
proxy to attend, participate in and vote at
the meeting in the place of the
shareholder. A proxy need not be a
shareholder of the company.

Before any person may attend or
participate in a shareholders’ meeting, that
person must present reasonably
satisfactory identification and the person
presiding at the meeting must be
reasonably satisfied that the right of that
person to participate and vote, either as a
shareholder, or as a proxy for a
shareholder, has been reasonably verified.
Forms of identification include valid
identity documents, driver’s licences and
passports.

A form of proxy, which includes the
relevant instructions for its completion, is
attached for the use of holders of
certificated shares and ’own name’
dematerialised shareholders who wish to
be represented at the annual general
meeting. Completion of a form of proxy
will not preclude such a shareholder from
attending and voting (in preference to that
shareholder’s proxy) at the annual general
meeting.

Holders of dematerialised shares, other
than ’own name’ dematerialised
shareholders, who wish to vote at the
annual general meeting, must instruct their
central securities depository participant
(CSDP) or broker accordingly in the
manner and cut-off time stipulated by
their CSDP or broker.

Holders of dematerialised shares, other
than ’own name’ dematerialised
shareholders, who wish to attend the
annual general meeting in person, need to
arrange the necessary authorisation as
soon as possible through their CSDP or
broker.

A shareholder may appoint a proxy at any
time. For practical purposes, the form
appointing a proxy and the authority
(if any) under which it is signed, must
reach the transfer secretaries of the
company (Link Market Services South
Africa Proprietary Limited, 13th floor,
Rennie House, 19 Ameshoff Street,
Braamfontein 2001 or PO Box 4844,
Johannesburg 2000) by no later than
11:15 on Wednesday 23 August 2017 to
allow for processing of such proxy. Should

you hold Naspers A ordinary shares, the
signed proxy must reach the registered
office of the company by no later than
11:15 on Wednesday 23 August 2017 to
allow for processing of such proxy. A form
of proxy is enclosed with this notice. The
form of proxy may also be obtained from
the registered office of the company. All
other proxies must be handed to
the company secretary prior to the
commencement of the meeting.

Purpose of meeting
The purpose of the meeting is: (i) to
present the directors’ report and the
audited annual financial statements of the
company for the immediate preceding
financial year, an audit committee report
and the social and ethics committee
report; (ii) to consider and, if approved, to
adopt with or without amendment, the
resolutions set out below; and (iii)
to consider any matters raised by the
shareholders of the company, with or
without advance notice to the company.

Electronic participation
Shareholders entitled to attend and vote
at the meeting or proxies of such
shareholders shall be entitled to
participate in the meeting (but not vote)
by electronic communication. Should a
shareholder wish to participate in the
meeting by electronic communication, the
shareholder concerned should advise the
company thereof by no later than
09:00 on Friday 18 August 2017 by
submitting via registered mail addressed
to the company (for the attention of
Mrs Gillian Kisbey-Green) relevant contact
details, as well as full details of the

114

SHAREHOLDER AND CORPORATE INFORMATIONNaspers Limited integrated annual report 2017 Notice of annual general meeting (continued)

shareholder’s title to securities issued by
the company and proof of identity, in
the form of certified copies of identity
documents and share certificates
(in the case of materialised shares) and
(in the case of dematerialised shares)
written confirmation from the
shareholder’s CSDP, confirming the
shareholder’s title to the dematerialised
shares. Upon receipt of the required
information, the shareholder concerned
will be provided with a secure code and
instructions to access the electronic
communication during the annual
general meeting. Shareholders must
note that access to the electronic
communication will be at the expense
of the shareholders who wish to utilise
the facility.

Integrated annual report
The integrated annual report of the
company for the year ended 31 March
2017 is available on www.naspers.com
or on request during normal business
hours at Naspers’s registered address,
40 Heerengracht, Cape Town 8000
(contact person Ms Yasmin Abrahams)
and in Johannesburg at MultiChoice
City, 144 Bram Fischer Drive, Randburg
2194 (contact person Mrs Toni Lutz).

Ordinary resolutions
In order for the ordinary resolutions
below to be adopted, the support
of a majority of votes exercised by
shareholders present or represented by
proxy at this meeting is required.
Ordinary resolutions numbers 9 and 10
require the support of at least 75% of
the total number of votes exercised by
the shareholders present or
represented by proxy at this meeting.

To consider and accept the financial
statements of the company and the
group for the twelve (12) months
ended 31 March 2017 and the
reports of the directors, the auditor
and the audit committee. The
summarised form of the financial
statements is attached to this
notice.

A copy of the complete annual
financial statements of the company
for the financial year ended
31 March 2017 can be obtained
from www.naspers.com or on
request during normal business
hours at Naspers’s registered
address, 40 Heerengracht, Cape
Town 8000 (contact person Ms
Yasmin Abrahams) and in
Johannesburg at MultiChoice City,
144 Bram Fischer Drive, Randburg
2194 (contact person Mrs Toni
Lutz).

To confirm and approve payment
of dividends in relation to the
N ordinary and A ordinary shares
of the company as authorised by
the board, after having applied the
solvency and liquidity tests
contemplated in the Act.

To reappoint, on the
recommendation of the company’s
audit committee, the firm
PricewaterhouseCoopers Inc. as
independent registered auditor
of the company (noting that
Mr B Deegan is the individual
registered auditor of that firm who
will undertake the audit) for the
period until the next annual general
meeting of the company.

To approve the appointment of
Ms E M Choi as non-executive
director with effect from
21 April 2017. Her abridged
curriculum vitae appears on
page 37 of this report and on
the corporate website on
www.naspers.com. The board
unanimously recommends the
approval of the appointment of
the director in question.

To elect Messrs J P Bekker,
S J Z Pacak, T M F Phaswana,
B J van der Ross and Prof
R C C Jafta, who retire by rotation
and, being eligible, offer themselves
for re-election as directors of the
company. Their abridged curricula
vitae appear on pages 36 and 37
of this report and on the corporate
website on www.naspers.com.

The board unanimously
recommends that the re-election
of directors in terms of resolution
number 5 be approved by the
shareholders of the company.

The appointment of the director in
ordinary resolution number 4 and the
re-election of directors in ordinary
resolution number 5 will be conducted
as a series of votes, each being for the
candidacy of a single individual to fill
a single vacancy, and in each vote to fill
a vacancy, each voting right entitled to
be exercised, may be exercised once.

To appoint the audit committee
members as required in terms of
the Act and as recommended by
the King Code of Corporate
Governance for South Africa 2009
(King III) (chapter 3).

115

Naspers Limited integrated annual report 2017

Notice of annual general meeting (continued)

The board and the nomination
committee are satisfied that the
company’s audit committee members
are suitably skilled and experienced
independent non-executive directors.
Collectively, they have sufficient
qualifications and experience to fulfil
their duties, as contemplated in
regulation 42 of the Companies
Regulations 2011. They have a
comprehensive understanding of
financial reporting, internal financial
controls, risk management and
governance processes within the
company, as well as International
Financial Reporting Standards (IFRS)
and other regulations and guidelines
applicable to the company. They keep
up to date with developments
affecting their required skills set.

The board and the nomination
committee therefore unanimously
recommend Messrs D G Eriksson and
B J van der Ross, and Prof R C C Jafta
for election to the audit committee.
Their abridged curricula vitae appear
on pages 36 and 37 of this report
and on the corporate website on
www.naspers.com. The appointment
of the members of the audit
committee will be conducted by way
of a separate vote in respect of each
individual.

To endorse the company’s
remuneration policy, as set out in the
remuneration report in the integrated
annual report by way of a non-binding
advisory vote.

To place the authorised but unissued
share capital of the company under
the control of the directors and to
grant, until the conclusion of the next
annual general meeting of the
company, an unconditional authority to
the directors to allot and issue at their
discretion (but subject to the
provisions of the Act, plus the JSE
Limited’s stock exchange (JSE) Listings
Requirements and the rules of any
other exchange on which the shares
of the company may be quoted or
listed from time to time, plus the
memorandum of incorporation of the
company), the unissued shares of the
company, on such terms and
conditions and to such persons,
whether they be shareholders or not,
as the directors in their discretion
deem fit.

Subject to a minimum of 75% of the
votes of shareholders of the company
present in person or by proxy at the
annual general meeting and entitled to
vote, voting in favour thereof, the
directors be authorised and are
hereby authorised to issue unissued
shares of a class of shares already in
issue in the capital of the company for
cash as and when the opportunity
arises, subject to the requirements of
the JSE, including the following:
• This authority shall not endure
beyond the earlier of the next
annual general meeting of the
company or beyond fifteen
(15) months from the date of this
meeting.

• That a paid press announcement
giving full details, including the
intended use of the funds, will be
published at the time of any issue
representing, on a cumulative basis
within one year, 5% or more of the
number of shares of that class in
issue prior to the issue.

• The aggregate issue of any particular
class of shares in any financial year
will not exceed 5% (21 913 262) of
the issued number of that class of
shares (including securities that are
compulsorily convertible into shares
of that class).

• That in determining the price at
which an issue of shares will be
made in terms of this authority, the
discount at which the shares may be
issued, may not exceed 10% of the
weighted average traded price of
the shares in question, as
determined over the thirty (30)
business days prior to the date that
the price of the issue is determined.
• That the shares will only be issued

to ‘public shareholders’ as defined in
the JSE Listings Requirements and
not to related parties.

10. To approve amendments to the

Naspers share incentive trust deed,
the MIH Services fz llc Share Trust
deed (formerly the MIH (Mauritius)
Limited share trust deed) and the
MIH Holdings Share Trust deed
(collectively the trust deeds) and the
share schemes envisaged by such trust
deeds (collectively, the schemes).

116

SHAREHOLDER AND CORPORATE INFORMATIONNaspers Limited integrated annual report 2017

Notice of annual general meeting (continued)

Resolved that the amendments to each
of the trust deeds and the share
schemes envisaged by such trust deeds
be and are hereby approved in the
form of each amended trust deed, as
laid before the meeting, with effect
from the date of this resolution.

Reason and effect of ordinary
resolution 10
Schedule 14 of the JSE Listings
Requirements (Schedule 14) governs
share option schemes and share
incentive schemes involving the issue of
equity securities by issuers to, or for the
benefit of, employees and other
persons involved in the business of the
Naspers group (the group) and which
result in a dilution of the shareholding
of equity securities holders in the issuer.
This includes the issue of equity
securities from the issuer’s authorised,
but unissued, share capital, as well as the
use of equity securities held as treasury
shares. Schedule 14 is applicable to the
schemes and the trust deeds. The
schemes and the trust deeds were
originally approved in terms of
Schedule 14.

The board proposes to amend the
schemes and the trust deeds, in
particular certain leaver provisions and
the vesting periods, in order to align
them with changing commercial realities
and to bring them in line with market
standards. These amendments will be
effective on, and as from, the date on
which they are approved by
shareholders, and will relate to awards
made after such approval becomes
effective.

In each of the trust deeds, the vesting of
awards is currently accelerated where a
participant ceases employment due to
death, ill health, permanent disability,
retirement or retrenchment/
redundancy. The following changes are
proposed to the leaver provisions in
each of the trust deeds:
(i) Retrenchment/Redundancy: awards
will no longer be accelerated.
Participants will only be able to
exercise awards that have already
vested on the termination date of
their employment. In such instances,
participants will have 60 days
following termination of
employment to exercise their
vested awards. All unvested awards
and unexercised vested awards will
lapse at the expiry of the 60-day
period. The relevant trustee(s) will,
however, retain the discretion to
accelerate vesting on a case-by-case
basis.

(ii) Mutual separation: this encapsulates
a new leaver event that is proposed
to be incorporated that will apply
on ‘no fault termination’, where a
participant’s employment
terminates as a result of an
agreement between the employee
and the employer. In such instances,
participants must exercise any
vested awards prior to their
employment ceasing and their
unvested awards and unexercised
vested awards will lapse on the
termination date of their
employment.

Furthermore, in each of the trust deeds,
awards currently vest over a five-year
period with vesting running from years
three to five of the vesting period. To
bring the schemes in line with market
standards, it is proposed to change this
period to a four-year vesting period
with 25% of the award vesting each
year.

This ordinary resolution number 10 will
only be effective if passed by a majority
of 75% or more of the votes cast by
all shareholders present or represented
by proxy, excluding any votes exercised
in respect of any treasury shares held
by the group and any shares held by
share schemes of the group.

The trust deeds will be made available
for inspection by shareholders during
normal business hours at the company’s
registered address, 40 Heerengracht,
Cape Town 8000 (contact person
Ms Yasmin Abrahams) and in
Johannesburg at MultiChoice City,
144 Bram Fischer Drive, Randburg 2194
(contact person Mrs Toni Lutz) for a
period of not less than fourteen (14)
days prior to the annual general
meeting.

Special resolutions
The special resolutions set out on the
following pages require the support of
at least 75% of votes exercised by
shareholders present or represented by
proxy at this meeting in order to be
adopted.

117

Naspers Limited integrated annual report 2017 Notice of annual general meeting (continued)

Special resolutions numbers 1.1 to 1.13
The approval of the remuneration of the non-executive directors for the year ending 31 March 2019 (up to a 5% increase on fees for
31 March 2018 already approved by shareholders at the annual general meeting on 26 August 2016), as follows:

31 March 2019
(proposed up to 5% increase year on year)

Board
1.1 Chair*
1.2 Member

All members: Daily fees when travelling to and attending meetings outside home country
Committees
1.3 Audit committee:
1.4
1.5 Risk committee:
1.6
1.7 Human resources and remuneration committee:
1.8
1.9 Nomination committee:
1.10
1.11 Social and ethics committee:
1.12

Chair
Member
Chair
Member
Chair
Member
Chair
Member
Chair
Member

Other

1.13 Trustee of group share schemes/other personnel funds
Note

2.5 times member
US$189 840
US$3 500

2.5 times member
US$46 770
2.5 times member
US$27 780
2.5 times member
US$32 865
2.5 times member
US$17 710
2.5 times member
US$24 310

R51 200

* The chair of Naspers does not receive additional remuneration for attending meetings, or being a member of or chairing any committee of the board.

The reason for and effect of special
resolutions numbers 1.1 to 1.13 is to
grant the company the authority to pay
remuneration to its directors for their
services as directors.

Each of the special resolutions numbers
1.1 to 1.13 in respect of the proposed
31 March 2019 remuneration, will be
considered by way of a separate vote.

Special resolution number 2
That the board may authorise the
company to generally provide any financial
assistance in the manner contemplated in
and subject to the provisions of section 44
of the Act to a director or prescribed
officer of the company or of a related or
interrelated company, or to a related or
interrelated company or corporation, or

to a member of a related or interrelated
corporation, pursuant to the authority
hereby conferred upon the board for
these purposes. This authority shall include
and also apply to the granting of financial
assistance to the Naspers share incentive
scheme, the other existing group
share-based incentive schemes (details of
which appear in the annual financial
statements for the year ended 31 March
2017) and such group share-based
incentive schemes that are established in
future (collectively the Naspers group
share-based incentive schemes) and
participants thereunder (which may
include directors, future directors,
prescribed officers and future prescribed
officers of the company or of a related or
interrelated company) (participants) for
the purpose of, or in connection with,

the subscription of any option, or any
securities, issued or to be issued by the
company or a related or interrelated
company, or for the purchase of any
securities of the company or a related
or interrelated company, pursuant to the
administration and implementation of the
Naspers group share-based incentive
schemes in each instance on the terms
applicable to the Naspers group share-
based incentive scheme in question.
Details of these share-based incentive
schemes are available online in the annual
financial statements.

The reason for and effect of special
resolution number 2 is to approve
generally the provision of financial
assistance to the potential recipients as
set out in the resolution.

118

SHAREHOLDER AND CORPORATE INFORMATIONNaspers Limited integrated annual report 2017 Notice of annual general meeting (continued)

Special resolution number 3
That the company, as authorised by the
board, may generally provide, in terms
of and subject to the requirements of
section 45 of the Act, any direct or
indirect financial assistance to a related
or interrelated company or corporation,
or to a member of a related or
interrelated corporation, pursuant to
the authority hereby conferred upon
the board for these purposes.

The reason for and effect of special
resolution number 3 is to approve
generally the provision of financial
assistance to the potential recipients as
set out in the resolution.

Special resolution number 4
That the company or any of its
subsidiaries be and are hereby
authorised to acquire N ordinary
shares issued by the company from
any person whosoever (including any
director or prescribed officer of the
company or any person related to any
director or prescribed officer of the
company), in terms of and subject to
the Act and in terms of the rules and
requirements of the JSE, being that:
• Any such acquisition of N ordinary
shares shall be effected through the
order book operated by the JSE
trading system and done without any
prior understanding or arrangement.
• This general authority shall be valid
until the company’s next annual
general meeting, provided that it
shall not extend beyond fifteen
(15) months from the date of
passing of this special resolution.
• An announcement will be published
as soon as the company or any of its
subsidiaries have acquired N ordinary
shares constituting, on a cumulative
basis, 3% of the number of

N ordinary shares in issue prior to
the acquisition, pursuant to which the
aforesaid 3% threshold is reached,
and for each 3% in aggregate
acquired thereafter, containing full
details of such acquisitions.

• Acquisitions of N ordinary shares in
aggregate in any one financial year
may not exceed 20% of the
company’s N ordinary issued share
capital as at the date of passing of
this special resolution.

• In determining the price at which
N ordinary shares issued by the
company are acquired by it or any of
its subsidiaries in terms of this general
authority, the maximum premium at
which such N ordinary shares may
be acquired, will not exceed 10% of
the weighted average of the market
value at which such N ordinary
shares are traded on the JSE as
determined over the five (5) business
days immediately preceding the date
of repurchase of such N ordinary
shares by the company or any of its
subsidiaries.

• At any point the company may only
appoint one agent to effect any
repurchase on the company’s behalf.
• The company and/or its subsidiaries
may not repurchase any N ordinary
shares during a prohibited period as
defined by the JSE Listings
Requirements, unless a repurchase
programme is in place where dates
and quantities of shares to be traded
during the prohibited period are fixed,
and full details of the programme have
been submitted to the JSE in writing
prior to the commencement of the
prohibited period.

• Authorisation for the repurchase is

given by the company’s
memorandum of incorporation.

• A resolution has been passed by the
board authorising the repurchase and
confirming that the company and its
subsidiaries passed the solvency and
liquidity test and that from the time
that the test was done there have
been no material changes to the
financial position of the group.

Before the general repurchase is
effected, the directors, having
considered the effects of the
repurchase of the maximum number of
N ordinary shares in terms of the
foregoing general authority, will ensure
that for a period of twelve (12) months
after the date of the notice of the
annual general meeting:
• The company and the group will be

able, in the ordinary course of
business, to pay their debts.

• The assets of the company and the
group, fairly valued in accordance
with IFRS, will exceed the liabilities of
the company and the group.
• The company and the group’s

ordinary share capital, reserves and
working capital will be adequate for
ordinary business purposes.

Additional information in respect of the
following appears in the integrated
annual report and in the annual financial
statements, and is provided in terms of
the JSE Listings Requirements for
purposes of the general authority:
• Major shareholders.
• Share capital of the company.

Directors’ responsibility
statement
The directors, whose names appear in
the list of directors contained in the
integrated annual report, collectively
and individually accept full responsibility
for the accuracy of the information

119

Naspers Limited integrated annual report 2017 SHAREHOLDER AND CORPORATE INFORMATION

Notice of annual general meeting (continued)

pertaining to this special resolution
number 4 and certify that, to the best of
their knowledge and belief, there are no
facts that have been omitted that would
make any statement false or misleading,
and that all reasonable enquiries to
ascertain such facts have been made and
that special resolution number 4 contains
all relevant information.

Material changes
Other than the facts and developments
reported on in the integrated annual
report and annual financial statements,
there have been no material changes in
the affairs or financial position of the
company and its subsidiaries since the
date of signature of the audit report and
up to the date of this notice.

The directors have no specific intention, at
present, for the company to repurchase
any of its N ordinary shares during the
year following this annual general meeting,
but believe that such a general authority
should be put in place as circumstances
change in case an opportunity presents
itself during the year, which is in the best

interests of the company and its
shareholders.

The reason for and effect of special
resolution number 4 is to grant the
company the authority in terms of the Act
and the JSE Listings Requirements for the
acquisition by the company, or a subsidiary
of the company, of the company’s
N ordinary shares.

Special resolution number 5
That the company or any of its
subsidiaries be and are hereby authorised
to acquire A ordinary shares issued by the
company from any person whosoever
(including any director or prescribed
officer of the company or any person
related to any director or prescribed
officer of the company), in terms of and
subject to the Act.

The reason for and effect of special
resolution number 5 is to grant the
company the authority in terms of the Act
for the acquisition by the company, or a
subsidiary of the company, of the
company’s A ordinary shares.

Ordinary resolution
11. Each of the directors of the company
or the company secretary is hereby
authorised to do all things, perform all
acts and sign all documentation
necessary to effect the
implementation of the ordinary and
special resolutions adopted at this
annual general meeting.

Other business
To transact such other business as may be
transacted at an annual general meeting.

By order of the board

G Kisbey-Green
Company secretary

Cape Town
21 July 2017

120

Naspers Limited integrated annual report 2017 Form of proxy

ISIN: ZAE000015889

Naspers Limited
Incorporated in the Republic of South Africa
Registration number: 1925/001431/06
JSE share code: NPN
LSE share code: NPSN
(the company)
103rd annual general meeting of shareholders
For use by holders of certificated shares or ’own name’ dematerialised shareholders at the 103rd annual general meeting of
shareholders of the company to be held on the 17th floor of Media24 Centre, 40 Heerengracht, Cape Town, South Africa on
Friday 25 August 2017 at 11:15.

ISIN: US 6315121003

I/We

being a holder of

’own name’ dematerialised shares of Naspers and entitled to

(see note 1)

(please print)

certificated shares or

votes, hereby appoint

or, failing him/her,

the chair of the annual general meeting as my/our proxy to act for me/us at the annual general meeting, which will be held
in the boardroom on the 17th floor, Media24 Centre, 40 Heerengracht in Cape Town on Friday 25 August 2017 at 11:15
for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed
thereat and at each adjournment or postponement thereof, and to vote for or against the resolutions and/or abstain from
voting in respect of the shares in the issued share capital of the company registered in my/our name(s) (see note 2) as
follows:

In favour of

Against

Abstain

Ordinary resolutions

Acceptance of annual financial statements

Confirmation and approval of payment of dividends

Reappointment of PricewaterhouseCoopers Inc. as auditor

To confirm the appointment of E M Choi as a non-executive director

To elect the following directors:

5.1

5.2

J P Bekker

S J Z Pacak

5.3 T M F Phaswana

5.4 B J van der Ross

5.5 R C C Jafta

Appointment of the following audit committee members:

6.1 D G Eriksson

6.2 B J van der Ross

6.3 R C C Jafta

To endorse the company’s remuneration policy

Approval of general authority placing unissued shares under the control of
the directors

Approval of general issue of shares for cash

10. Amendments to the deeds for the Naspers Share Incentive Trust, the MIH

Services fz llc Share Trust (formerly the MIH (Mauritius) Limited share trust)
and the MIH Holdings Share Trust

11. Authorisation to implement all resolutions adopted at the annual general

meeting

121

Naspers Limited integrated annual report 2017 In favour of

Against

Abstain

Form of proxy (continued)

Special resolution number 1

Approval of the remuneration of the non-executive directors

Proposed financial year 31 March 2019:

1.1 Board – chair

1.2 Board – member

1.3 Audit committee – chair

1.4 Audit committee – member

1.5 Risk committee – chair

1.6 Risk committee – member

1.7 Human resources and remuneration committee – chair

1.8 Human resources and remuneration committee – member

1.9 Nomination committee – chair

1.10 Nomination committee – member

1.11 Social and ethics committee – chair

1.12 Social and ethics committee – member

1.13 Trustees of group share schemes/other personnel funds
Special resolution number 2

Approve generally the provision of financial assistance in terms of section 44 of the Act
Special resolution number 3

Approve generally the provision of financial assistance in terms of section 45 of the Act
Special resolution number 4

General authority for the company or its subsidiaries to acquire N ordinary shares in the
company
Special resolution number 5

General authority for the company or its subsidiaries to acquire A ordinary shares in the
company

and generally to act as my/our proxy at the said annual general meeting (tick whichever is applicable. If no indication is given, the proxy
holder will be entitled to vote or to abstain from voting as the proxy holder deems fit).

Signed at

Signature

on this

day of

2017

Assisted (where applicable)

122

SHAREHOLDER AND CORPORATE INFORMATIONNaspers Limited integrated annual report 2017 Notes to form of proxy

1. The following provisions shall apply in relation to proxies:

1.1

1.2

A shareholder of the company may appoint any individual (including an individual who is not a shareholder of the
company) as a proxy to participate in, speak and vote at the annual general meeting of the company.
A shareholder may appoint two or more persons concurrently as proxies and may appoint more than one proxy to
exercise voting rights attached to different securities held by the shareholder.
1.3 A proxy instrument must be in writing, dated and signed by the shareholder.
1.4

A proxy may delegate the proxy’s authority to act on behalf of the shareholder to another person, subject to any
restrictions set out in the instrument appointing the proxy.
A copy of the instrument appointing a proxy must be delivered to the company, or to any other person on behalf of
the company, before the proxy exercises any rights of the shareholder at the annual general meeting.
Irrespective of the form of instrument used to appoint the proxy: (i) the appointment is suspended at any time and to
the extent that the shareholder chooses to act directly and in person in the exercise of any rights as a shareholder;
(ii) the appointment is revocable unless the proxy appointment expressly states otherwise; and (iii) if the appointment
is revocable, a shareholder may revoke the proxy appointment by cancelling it in writing or making a later inconsistent
appointment of a proxy and delivering a copy of the revocation instrument to the proxy and the company.
The proxy is entitled to exercise, or abstain from exercising, any voting right of the shareholder without direction,
except to the extent that the memorandum of incorporation of the company, or the instrument appointing the proxy,
provides otherwise.

1.5

1.6

1.7

A certificated or ’own name’ dematerialised shareholder may insert the names of two alternative proxies of the
shareholder’s choice in the space provided, deleting ‘the chair of the annual general meeting’. The person whose name
appears first on the form of proxy and whose name has not been deleted and who attends the meeting, will be entitled and
authorised to act as proxy to the exclusion of those whose names follow.
A shareholder’s instructions to the proxy must be indicated by that shareholder in the appropriate space provided, failing
which the proxy shall not be entitled to vote at the annual general meeting in respect of the shareholder’s votes exercisable
at that meeting, provided where the proxy is the chair, failure to so comply will be deemed to authorise the chair to vote in
favour of the resolutions.
A shareholder may appoint a proxy at any time. For practical purposes, forms of proxy for Naspers N ordinary shares must
be lodged at or posted to the transfer secretaries of the company, Link Market Services South Africa Proprietary Limited,
13th floor, Rennie House, 19 Ameshoff Street, Braamfontein 2001 or PO Box 4844, Johannesburg 2000. Forms of proxy for
Naspers A ordinary shares must be lodged at or posted to the registered office of the company, 40 Heerengracht, Cape
Town 8001 or PO Box 2271, Cape Town 8000. Forms of proxy lodged in this manner are to be received by not later than
11:15 on Wednesday 23 August 2017, or such later date if the annual general meeting is postponed to allow for processing
of such proxies. All other proxies must be handed to the company secretary prior to the commencement of the meeting.
The completion and lodging of this form of proxy will not preclude the certificated shareholder or ’own name’
dematerialised shareholder from attending the annual general meeting and speaking and voting in person at the meeting to
the exclusion of any proxy appointed in terms hereof.
An instrument of proxy shall be valid for any adjournment or postponement of the annual general meeting, as well as for
the meeting to which it relates, unless the contrary is stated therein, but shall not be used at the resumption of an adjourned
annual general meeting if it could not have been used at the annual general meeting from which it was adjourned for any
reason other than that it was not lodged timeously for the meeting from which the adjournment took place.

123

Naspers Limited integrated annual report 2017

Notes to form of proxy (continued)

7. A vote cast or act done in accordance with the terms of a form of proxy shall be deemed to be valid despite:

• the death, insanity, or any other legal disability of the person appointing the proxy, or
• the revocation of the proxy, or
• the transfer of a share in respect of which the proxy was given, unless notice as to any of the above-mentioned matters shall have
been received by the company at its registered office or by the chair of the annual general meeting at the place of the annual
general meeting, if not held at the registered office, before the commencement or resumption (if adjourned) of the annual general
meeting at which the vote was cast or the act was done or before the poll on which the vote was cast.

8. The authority of a person signing the form of proxy:

8.1 under a power of attorney, or
8.2

on behalf of a company or close corporation or trust, must be attached to the form of proxy unless the full power of attorney
has already been received by the company or the transfer secretaries.

9. Where shares are held jointly, all joint holders must sign.
10. Dematerialised shareholders, other than by ’own name’ registration, must NOT complete this form of proxy and must provide their
central securities depository participant (CSDP) or broker of their voting instructions in terms of the custody agreement entered
into between such shareholders and their CSDP and/or broker.

124

SHAREHOLDER AND CORPORATE INFORMATIONNaspers Limited integrated annual report 2017

www.naspers.com

NASPERS HEAD OFFICE
+27 (0)21 406 2121

Street address
40 Heerengracht
Cape Town, 8001